FORM OF SENIOR DEBT INCENTURE



 





EXHIBIT 4.5




WEBSTER FINANCIAL CORPORATION,




Issuer




to




[NAME OF TRUSTEE],




Trustee










SENIOR DEBT INDENTURE










Dated as of _______, 200__




Senior Debt Securities




 









 





Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

and Indenture




	 	 	 	 	 
	Trust Indenture	 	 
	Act Section
	 	Indenture Section

	§310(a)(1)
	 	 	607	 
	(a)(2)
	 	 	607	 
	(b)
	 	 	608	 
	§312(a)
	 	 	701	 
	(b)
	 	 	702	 
	(c)
	 	 	702	 
	§313(a)
	 	 	703	 
	(b)(2)
	 	 	703	 
	(c)
	 	 	703	 
	(d)
	 	 	703	 
	§314(a)
	 	 	704	 
	(c)(1)
	 	 	102	 
	(c)(2)
	 	 	102	 
	(e)
	 	 	102	 
	(f)
	 	 	102	 
	§316(a) (last sentence)
	 	 	101	 
	(a)(1)(A)
	 	 	502, 512	 
	(a)(1)(B)
	 	 	513	 
	(b)
	 	 	508	 
	§317(a)(1)
	 	 	503	 
	(a)(2)
	 	 	504	 
	(b)
	 	 	1003	 
	§318(a)
	 	 	108	 















	 	 	Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.





i









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	

	 	ARTICLE ONE	 	 	 	 
	

	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	 	 
	 
	 	 	 	 	 	 
	Section 101.

	 	Definitions.
	 	 	2	 
	Section 102.

	 	Compliance Certificates and Opinions.
	 	 	10	 
	Section 103.

	 	Form of Documents Delivered to Trustee.
	 	 	10	 
	Section 104.

	 	Acts of Holders.
	 	 	11	 
	Section 105.

	 	Notices, etc. to Trustee and Company.
	 	 	13	 
	Section 106.

	 	Notice to Holders of Securities; Waiver.
	 	 	13	 
	Section 107.

	 	Language of Notices.
	 	 	14	 
	Section 108.

	 	Conflict with Trust Indenture Act.
	 	 	14	 
	Section 109.

	 	Effect of Headings and Table of Contents.
	 	 	14	 
	Section 110.

	 	Successors and Assigns.
	 	 	14	 
	Section 111.

	 	Separability Clause.
	 	 	14	 
	Section 112.

	 	Benefits of Indenture.
	 	 	15	 
	Section 113.

	 	Governing Law.
	 	 	15	 
	Section 114.

	 	Legal Holidays.
	 	 	15	 
	Section 115.

	 	Counterparts.
	 	 	15	 
	Section 116.

	 	Judgment Currency.
	 	 	15	 
	Section 117.

	 	Extension of Payment Dates.
	 	 	16	 
	Section 118.

	 	Immunity of Stockholders, Directors, Officers and Agents of the Company.
	 	 	16	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE TWO	 	 	 	 
	

	 	SECURITIES FORMS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 201.

	 	Forms Generally.
	 	 	16	 
	Section 202.

	 	Form of Trustee’s Certificate of Authentication.
	 	 	17	 
	Section 203.

	 	Securities in Global Form.
	 	 	17	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE THREE	 	 	 	 
	

	 	THE SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 301.

	 	Amount Unlimited; Issuable in Series.
	 	 	18	 
	Section 302.

	 	Currency; Denominations.
	 	 	22	 
	Section 303.

	 	Execution, Authentication, Delivery and Dating.
	 	 	23	 
	Section 304.

	 	Temporary Securities.
	 	 	24	 
	Section 305.

	 	Registration, Transfer and Exchange.
	 	 	25	 







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	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen Securities.
	 	 	29	 
	Section 307.

	 	Payment of Interest and Certain Additional Amounts;
Rights to Interest and Certain Additional Amounts
Preserved.
	 	 	30	 
	Section 308.

	 	Persons Deemed Owners.
	 	 	31	 
	Section 309.

	 	Cancellation.
	 	 	32	 
	Section 310.

	 	Computation of Interest.
	 	 	32	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE FOUR	 	 	 	 
	

	 	SATISFACTION AND DISCHARGE OF INDENTURE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 401.

	 	Satisfaction and Discharge.
	 	 	33	 
	Section 402.

	 	Defeasance and Covenant Defeasance.
	 	 	34	 
	Section 403.

	 	Application of Trust Money.
	 	 	39	 
	Section 404.

	 	Reinstatement.
	 	 	39	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE FIVE	 	 	 	 
	

	 	REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 501.

	 	Events of Default.
	 	 	40	 
	Section 502.

	 	Acceleration of Maturity; Rescission and Annulment.
	 	 	41	 
	Section 503.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee.
	 	 	43	 
	Section 504.

	 	Trustee May File Proofs of Claim.
	 	 	44	 
	Section 505.

	 	Trustee May Enforce Claims without Possession of Securities or Coupons.
	 	 	44	 
	Section 506.

	 	Application of Money Collected.
	 	 	45	 
	Section 507.

	 	Limitations on Suits.
	 	 	45	 
	Section 508.

	 	Unconditional Right of Holders to Receive Principal and any Premium, Interest
and Additional Amounts.
	 	 	46	 
	Section 509.

	 	Restoration of Rights and Remedies.
	 	 	46	 
	Section 510.

	 	Rights and Remedies Cumulative.
	 	 	46	 
	Section 511.

	 	Delay or Omission Not Waiver.
	 	 	46	 
	Section 512.

	 	Control by Holders of Securities.
	 	 	47	 
	Section 513.

	 	Waiver of Past Defaults.
	 	 	47	 
	Section 514.

	 	Waiver of Usury, Stay or Extension Laws.
	 	 	47	 
	Section 515.

	 	Undertaking for Costs.
	 	 	48	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE SIX	 	 	 	 
	

	 	THE TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 601.

	 	Certain Rights of Trustee.
	 	 	48	 
	Section 602.

	 	Notice of Defaults.
	 	 	49	 
	Section 603.

	 	Not Responsible for Recitals or Issuance of Securities.
	 	 	50	 







ii









 





	 	 	 	 	 	 	 
	Section 604.

	 	May Hold Securities.
	 	 	50	 
	Section 605.

	 	Money Held in Trust.
	 	 	50	 
	Section 606.

	 	Compensation and Reimbursement.
	 	 	50	 
	Section 607.

	 	Corporate Trustee Required; Eligibility.
	 	 	51	 
	Section 608.

	 	Resignation and Removal; Appointment of Successor.
	 	 	52	 
	Section 609.

	 	Acceptance of Appointment by Successor.
	 	 	53	 
	Section 610.

	 	Merger, Conversion, Consolidation or Succession to Business.
	 	 	54	 
	Section 611.

	 	Appointment of Authenticating Agent.
	 	 	55	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE SEVEN	 	 	 	 
	

	 	HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	Section 701.

	 	Company to Furnish Trustee Names and Addresses of Holders.
	 	 	56	 
	Section 702.

	 	Preservation of Information; Communications to Holders.
	 	 	57	 
	Section 703.

	 	Reports by Trustee.
	 	 	57	 
	Section 704.

	 	Reports by Company.
	 	 	57	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE EIGHT	 	 	 	 
	

	 	CONSOLIDATION, MERGER AND SALES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 801.

	 	Company May Consolidate, Etc., Only on Certain Terms.
	 	 	58	 
	Section 802.

	 	Successor Person Substituted for Company.
	 	 	59	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE NINE	 	 	 	 
	

	 	SUPPLEMENTAL INDENTURES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 901.

	 	Supplemental Indentures without Consent of Holders.
	 	 	59	 
	Section 902.

	 	Supplemental Indentures with Consent of Holders.
	 	 	61	 
	Section 903.

	 	Execution of Supplemental Indentures.
	 	 	63	 
	Section 904.

	 	Effect of Supplemental Indentures.
	 	 	63	 
	Section 905.

	 	Reference in Securities to Supplemental Indentures.
	 	 	63	 
	Section 906.

	 	Conformity with Trust Indenture Act.
	 	 	63	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE TEN	 	 	 	 
	

	 	COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1001.

	 	Payment of Principal, Premium, Interest and Additional Amounts.
	 	 	64	 
	Section 1002.

	 	Maintenance of Office or Agency.
	 	 	64	 
	Section 1003.

	 	Money for Securities Payments to Be Held in Trust.
	 	 	66	 
	Section 1004.

	 	Additional Amounts.
	 	 	67	 







iii









 





	 	 	 	 	 	 	 
	Section 1005.

	 	Corporate Existence.
	 	 	68	 
	Section 1006.

	 	Maintenance of Properties.
	 	 	68	 
	Section 1007.

	 	Waiver of Certain Covenants.
	 	 	69	 
	Section 1008.

	 	Company Statement as to Compliance.
	 	 	69	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE ELEVEN	 	 	 	 
	

	 	REDEMPTION OF SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1101.

	 	Applicability of Article.
	 	 	69	 
	Section 1102.

	 	Election to Redeem; Notice to Trustee.
	 	 	69	 
	Section 1103.

	 	Selection by Trustee of Securities to be Redeemed.
	 	 	70	 
	Section 1104.

	 	Notice of Redemption.
	 	 	70	 
	Section 1105.

	 	Deposit of Redemption Price.
	 	 	72	 
	Section 1106.

	 	Securities Payable on Redemption Date.
	 	 	72	 
	Section 1107.

	 	Securities Redeemed in Part.
	 	 	73	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE TWELVE	 	 	 	 
	

	 	SINKING FUNDS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1201.

	 	Applicability of Article.
	 	 	74	 
	Section 1202.

	 	Satisfaction of Sinking Fund Payments with Securities.
	 	 	74	 
	Section 1203.

	 	Redemption of Securities for Sinking Fund.
	 	 	75	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE THIRTEEN	 	 	 	 
	

	 	REPAYMENT AT THE OPTION OF HOLDERS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1301.

	 	Applicability of Article.
	 	 	75	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE FOURTEEN	 	 	 	 
	

	 	SECURITIES IN FOREIGN CURRENCIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1401.

	 	Applicability of Article.
	 	 	76	 







iv









 





	 	 	 	 	 	 	 
	

	 	ARTICLE FIFTEEN	 	 	 	 
	

	 	MEETINGS OF HOLDERS OF SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1501.

	 	Purposes for Which Meetings May Be Called.
	 	 	76	 
	Section 1502.

	 	Call, Notice and Place of Meetings.
	 	 	76	 
	Section 1503.

	 	Persons Entitled to Vote at Meetings.
	 	 	77	 
	Section 1504.

	 	Quorum; Action.
	 	 	77	 
	Section 1505.

	 	Determination of Voting Rights; Conduct and Adjournment of Meetings.
	 	 	78	 
	Section 1506.

	 	Counting Votes and Recording Action of Meetings.
	 	 	79	 







v









 





     SENIOR DEBT INDENTURE, dated as of                    , 200   (the “Indenture”),
between Webster Financial Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the
“Company”), having its principal executive office located at Webster Plaza,
Waterbury, Connecticut 06702, and                    , a banking association duly
organized and existing under the laws of                    (hereinafter called the
“Trustee”).



RECITALS




     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (hereinafter called the
“Securities”), unlimited as to principal amount, to bear such rates of
interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.



     The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.



     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities or of any series thereof and any Coupons (as herein defined)
as follows:



1









 





ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 101. Definitions.



     Except as otherwise expressly provided in or pursuant to this Indenture or
unless the context otherwise requires, for all purposes of this Indenture:




     (1) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;




     (2) all other terms used herein which are defined in the Trust
Indenture Act either directly or by reference therein, have the meanings
assigned to them therein;




     (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;




     (4) the words “herein”, “hereof”, “hereto” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision;




     (5) the word “or” is always used inclusively (for example, the
phrase “A or B” means “A or B or both”, not “either A or B but not
both”);




     (6) provisions apply to successive events and transactions;




     (7) the term “merger” includes a statutory share exchange and the
terms “merge” and “merged” have correlative meanings;




     (8) the masculine gender includes the feminine and the neuter; and




     (9) references to agreements and other instruments include
subsequent amendments and supplements thereto.



     Certain terms used principally in certain Articles hereof are defined in
those Articles.



     “Act”, when used with respect to any Holders, has the meaning specified in
Section 104.



     “Additional Amounts” means any additional amounts which are required by
this Indenture or by any Security, or by the terms of any Security established
pursuant to Section 301, under circumstances specified herein or therein, to be
paid by the Company in respect of certain taxes, duties, levies, imposts,
assessments or other governmental charges imposed on Holders specified herein
or therein.



     “Affiliate” means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such



2









 




specified Person. For the purposes of this definition, “control”, when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.




     “Authenticating Agent” means any Person authorized by the Trustee pursuant
to Section 611 to act on behalf of the Trustee to authenticate Securities of
one or more series.



     “Authorized Newspaper” means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not
published on days that are not Business Days in the place of publication, and
of general circulation in each place in connection with which the term is used
or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
place meeting the foregoing requirements and in each case on any day that is a
Business Day in the place of publication.



     “Bearer Security” means any Security in the form established pursuant to
Section 201 which is payable to bearer.



     “Board of Directors” means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder. The term “board of directors” means the
board of directors of the Company and does not include committees of the board
of directors.



     “Board Resolution” means a copy of one or more resolutions, certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, delivered to the Trustee.



     “Business Day” means, unless otherwise specified with respect to the
Securities of any series pursuant to Section 301, any day other than a
Saturday, Sunday or other day on which banking institutions in The City of New
York or Waterbury, Connecticut are authorized or obligated by law, regulation
or executive order to close; provided that such term shall mean, when used with
respect to any payment of principal of, or premium or interest, if any, on, or
Additional Amounts with respect to, the Securities of any series to be made at
any Place of Payment for such Securities, unless otherwise specified pursuant
to Section 301 with respect to such Securities, any day other than a Saturday,
Sunday or other day on which banking institutions in such Place of Payment are
authorized or obligated by law, regulation or executive order to close.



     “Commission” means the Securities and Exchange Commission, as from time to
time constituted, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.



     “Common Stock” includes any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or



3









 




involuntary liquidation, dissolution or winding up of the Company and
which is not subject to redemption by the Company.




     “Company” means the Person named as the “Company” in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Company” shall
mean such successor Person and any other obligor upon the Securities.



     “Company Request” and “Company Order” mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman, the Chief Executive Officer, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.



     “Conversion Event” means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.



     “Corporate Trust Office” means either (A) the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of this Indenture is
located at                    , Attention:                 
   or (B) for purposes of
Section 1002, “Corporate Trust Office” means the principal corporate trust
office of the Trustee in the Borough of Manhattan, The City of New York at
which at any particular time its corporate trust business shall be administered
in The City of New York, which office at the date of this Indenture is located
at             
       , Attention:            
        .



     “Corporation” includes corporations, partnerships, associations, limited
liability companies and other companies, and business trusts. The term
“corporation” means a corporation and does not include partnerships,
associations, limited liability companies or other companies or business
trusts.



     “Coupon” means any interest coupon appertaining to a Bearer Security.



     “Currency”, with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required
to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated
by the terms hereof or such Security, means Dollars.



     “CUSIP number” means the alphanumeric designation assigned to a Security
by Standard & Poor’s, CUSIP Service Bureau.



     “Defaulted Interest” has the meaning specified in Section 307.



     “Depository” means, with respect to any Security issuable or issued in the
form of one or more global Securities, the Person designated as depository by
the Company in or pursuant to



4









 




this Indenture, and, unless otherwise provided with respect to any
Security, any successor to such Person. If at any time there is more than one
such Person, “Depository” shall mean, with respect to any Securities, the
depository which has been appointed with respect to such Securities.




     “Dollars” or “$” means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America.



     “Event of Default” has the meaning specified in Section 501.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or
any successor thereto, in each case as amended from time to time.



     “Foreign Currency” means any currency, currency unit or composite currency
issued by the government of one or more countries other than the United States
of America or by any recognized confederation or association of such
government.



     “GAAP” and “generally accepted accounting principles” mean, unless
otherwise specified with respect to any series of Securities pursuant to
Section 301, such accounting principles as are generally accepted in the United
States of America as of the date or time of any computation required hereunder.



     “Government Obligations” means securities which are (i) direct obligations
of the United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or
any premium or interest on the relevant Security or any Additional Amounts in
respect thereof shall be payable, in each case where the payment or payments
thereunder are supported by the full faith and credit of such government or
governments or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments, in each case where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of
interest on or principal of or other amount with respect to any such Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of or
other amount with respect to the Government Obligation evidenced by such
depository receipt.



     “Holder”, in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.



     “Indenture” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and, with
respect to any Security, by the terms and provisions of such Security and any
Coupon appertaining thereto established pursuant to



5









 




Section 301 (as such terms and provisions may be amended pursuant to the
applicable provisions hereof), provided, however, that, if at any time more
than one Person is acting as Trustee under this instrument, “Indenture” shall
mean, with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of those particular series of Securities for which such
Person is Trustee established pursuant to Section 301, exclusive, however, of
any provisions or terms which relate solely to other series of Securities for
which such Person is not Trustee, regardless of when such terms or provisions
were adopted.




     “Indexed Security” means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.



     “Interest”, with respect to any Original Issue Discount Security which by
its terms bears interest only after Maturity, means interest payable after
Maturity.



     “Interest Payment Date”, with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.



     “Judgment Currency” has the meaning specified in Section 116.



     “Maturity”, with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture or such Security, whether
at the Stated Maturity or by declaration of acceleration, upon redemption at
the option of the Company, upon repurchase or repayment at the option of the
Holder or otherwise, and includes a Redemption Date for such Security and a
date fixed for the repurchase or repayment of such Security at the option of
the Holder.



     “New York Banking Day” has the meaning specified in Section 116.



     “Office” or “Agency”, with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the
Company maintained or designated for such Securities pursuant to Section 1002
or, to the extent designated or required by Section 1002 in lieu of such office
or agency, the Corporate Trust Office of the Trustee.



     “Officers’ Certificate” means a certificate signed by the Chairman, the
Chief Executive Officer, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.



6









 





     “Original Issue Discount Security” means a Security issued pursuant to
this Indenture which provides for an amount less than the principal face amount
thereof to be due and payable upon declaration of acceleration pursuant to
Section 502.



     “Outstanding”, when used with respect to any Securities, means, as of the
date of determination, all such Securities theretofore authenticated and
delivered under this Indenture, except:





	 	(a)	 	any such Security theretofore cancelled by the
Trustee or the Security Registrar or delivered to the Trustee
or the Security Registrar for cancellation;
	 
	 	(b)	 	any such Security for whose payment at the
Maturity thereof money in the necessary amount (or, to the
extent that such Security is payable at such Maturity in
shares of Common Stock or other securities or property, Common
Stock or such other securities or property in the necessary
amount, together with, if applicable, cash in lieu of
fractional shares or securities) has been theretofore
deposited pursuant hereto (other than pursuant to Section 402)
with the Trustee or any Paying Agent (other than the Company)
in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the
Holders of such Securities and any Coupons appertaining
thereto, provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee
has been made;
	 
	 	(c)	 	any such Security with respect to which the
Company has effected defeasance or covenant defeasance
pursuant to Section 402, except to the extent provided in
Section 402;
	 
	 	(d)	 	any such Security which has been paid pursuant to
Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to
this Indenture, unless there shall have been presented to the
Trustee proof satisfactory to it that such Security is held by
a bona fide purchaser in whose hands such Security is a valid
obligation of the Company; and
	 
	 	(e)	 	any such Security converted or exchanged as
contemplated by this Indenture into Common Stock or other
securities or property, if the terms of such Security provide
for such conversion or exchange pursuant to Section 301;




provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal
amount of an Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the




7









 




amount of the principal thereof that pursuant to the terms of such Original
Issue Discount Security would be declared (or shall have been declared to be)
due and payable upon a declaration of acceleration thereof pursuant to Section
502 at the time of such determination, and (ii) the principal amount of any
Indexed Security that may be counted in making such determination and that
shall be deemed Outstanding for such purpose shall be equal to the principal
face amount of such Indexed Security at original issuance, unless otherwise
provided in or pursuant to this Indenture, and (iii) the principal amount of a
Security denominated in a Foreign Currency that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security, and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Securities so owned which shall
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee (A) the pledgee’s right so to
act with respect to such Securities and (B) that the pledgee is not the Company
or any other obligor upon the Securities or any Coupons appertaining thereto or
an Affiliate (other than a Trust) of the Company or such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.



     “Person” and “person” mean any individual, Corporation, joint venture,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.



     “Place of Payment”, with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.



     “Predecessor Security” of any particular Security means every previous
Security evidencing all or a portion of the same indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to
which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed
to evidence the same indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.



     “Redemption Date”, with respect to any Security or portion thereof to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.



8









 





     “Redemption Price”, with respect to any Security or portion thereof to be
redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.



     “Registered Security” means any Security established pursuant to Section
201 which is registered in the Security Register.



     “Regular Record Date” for the interest payable on any Registered Security
on any Interest Payment Date therefor means the date, if any, specified in or
pursuant to this Indenture or such Security as the record date for the payment
of such interest.



     “Required Currency” has the meaning specified in Section 116.



     “Responsible Officer” means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer or employee of the Trustee to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.



     “Securities Act” means the Securities Act of 1933, as amended, or any
successor thereto, in each case as amended from time to time.



     “Security” or “Securities” means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case
may be, authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities”, with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.



     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.



     “Significant
Subsidiary” means any Subsidiary of the Company that is a
“significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated
by the Commission (as such rule is in effect on the date of this Indenture).



     “Special Record Date” for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Trustee pursuant to Section 307.



     “Stated Maturity”, with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due
and payable.



     “Subsidiary” means a corporation or a partnership or a limited liability
company a majority of the outstanding voting stock or partnership or membership
interests, as the case may be, of which is owned or controlled, directly or
indirectly, by the Company or by one or more other Subsidiaries of the Company.
For the purposes of this definition, “voting stock” means



9









 




stock having voting power for the election of directors, or trustees, as
the case may be, whether at all times or only so long as no senior class of
stock has voting power by reason of any contingency.




     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes
of such Act or provision, as the case may be.



     “Trustee” means the Person named as the “Trustee” in the first paragraph
of this instrument until a successor Trustee shall have become such with
respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean each Person
who is then a Trustee hereunder; provided, however, that if at any time there
is more than one such Person, “Trustee” shall mean each such Person and as used
with respect to the Securities of any series shall mean the Trustee with
respect to the Securities of such series.



     “United States”, means the United States of America (including the states
thereof and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; and the term “United States of
America” means the United States of America.



     “United States Alien”, except as otherwise provided in or pursuant to this
Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.



     “Vice President”, when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title “Vice President”.



     Section 102. Compliance Certificates and Opinions.



     Except as otherwise expressly provided in or pursuant to this Indenture,
upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.



     Section 103. Form of Documents Delivered to Trustee.



     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or



10









 




covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.




     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
opinion with respect to the matters upon which his certificate or opinion is
based is erroneous. Any such Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, a governmental
official or officers or any other Person or Persons, stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate, opinion or representations with respect to such
matters are erroneous.



     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.



     Section 104. Acts of Holders.



     (1) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by or pursuant to this Indenture to be made, given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If, but only if, Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1506.



     Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository
that is a Holder of a global Security, may make, give or take, by a proxy or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this



11









 





     Indenture or the Securities to be made, given or taken by Holders, and a
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such global Security
through such Depository’s standing instructions and customary practices.



     (2) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee
may determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.



     (3) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.



     (4) The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Company and the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing a later date
issued in respect of the same Bearer Security is produced, or (2) such Bearer
Security is produced to the Trustee by some other Person, or (3) such Bearer
Security is surrendered in exchange for a Registered Security, or (4) such
Bearer Security is no longer Outstanding. The ownership, principal amount and
serial numbers of Bearer Securities held by the Person so executing such
instrument or writing and the date of the commencement and the date of the
termination of holding the same may also be proved in any other manner which
the Company and the Trustee deem sufficient.



     (5) If the Company shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may at its option (but is not obligated to),
by Board Resolution, fix in advance a record date for the determination of
Holders of Registered Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of Registered Securities of record at the close of business on
such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.




12










 





     (6) Any request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent or the Company in reliance thereon, whether or not notation of
such Act is made upon such Security.



     Section 105. Notices, etc. to Trustee and Company.



     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,




     (1) the Trustee by any Holder or the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to
or with the Trustee at its Corporate Trust Office, or




     (2) the Company by the Trustee or any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company
addressed to the attention of its Treasurer at the address of its
principal office specified in the first paragraph of this instrument or
at any other address previously furnished in writing to the Trustee by
the Company.



     Section 106. Notice to Holders of Securities; Waiver.



     Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of Securities of any event,




     (1) such notice shall be sufficiently given to Holders of Registered
Securities if in writing and mailed, first-class postage prepaid, to each
Holder of a Registered Security affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such
notice; and




     (2) such notice shall be sufficiently given to Holders of Bearer
Securities, if any, if published in an Authorized Newspaper in The City
of New York and, if such Securities are then listed on any stock exchange
outside the United States, in an Authorized Newspaper in such city as the
Company shall advise the Trustee that such stock exchange so requires, on
a Business Day at least twice, the first such publication to be not
earlier than the earliest date and the second such publication not later
than the latest date prescribed for the giving of such notice.



     In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided.
In the case by reason of the suspension of



13









 







regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.



     In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of any notice mailed
to Holders of Registered Securities as provided above.



     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.



     Section 107. Language of Notices.



     Any request, demand, authorization, direction, notice, consent, election
or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in
an official language of the country of publication.



     Section 108. Conflict with Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.



     Section 109. Effect of Headings and Table of Contents.



     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.



     Section 110. Successors and Assigns.



     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.



     Section 111. Separability Clause.



     In case any provision in this Indenture, any Security or any Coupon shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not, to the fullest extent permitted by law,
in any way be affected or impaired thereby.



14









 





     Section 112. Benefits of Indenture.



     Nothing in this Indenture, any Security or any Coupon, express or implied,
shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and their successors hereunder and the Holders of
Securities or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.



     Section 113. Governing Law.



     This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in
said State.



     Section 114. Legal Holidays.



     Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of, or any other day on which a payment is due with respect to, any
Security shall be a day which is not a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security or
any Coupon other than a provision in any Security or Coupon or in the Board
Resolution, Officers’ Certificate or supplemental indenture establishing the
terms of any Security that specifically states that such provision shall apply
in lieu hereof) payment need not be made at such Place of Payment on such date,
but such payment may be made on the next succeeding day that is a Business Day
at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, at the Stated Maturity or Maturity or on any such other
payment date, as the case may be, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or other payment date, as the
case may be, to the next succeeding Business Day.



     Section 115. Counterparts.



     This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.



     Section 116. Judgment Currency.



     The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the



15









 







Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or
executive order to be closed. The provisions of this Section 116 shall not be
applicable with respect to any payment due on a Security which is payable in
Dollars.



     Section 117. Extension of Payment Dates.



     In the event that (i) the terms of any Security or Coupon appertaining
thereto established in or pursuant to this Indenture permit the Company or any
Holder thereof to extend the date on which any payment of principal of, or
premium, if any, or interest, if any, on, or Additional Amounts, if any, with
respect to such Security or Coupon is due and payable and (ii) the due date for
any such payment shall have been so extended, then all references herein to the
Stated Maturity of such payment (and all references of like import) shall be
deemed to refer to the date as so extended.



     Section 118. Immunity of Stockholders, Directors, Officers and Agents of
the Company.



     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any past, present or future stockholder,
employee, officer or director, as such, of the Company or of any predecessor or
successor, either directly or through the Company or any predecessor or
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration
for the issue of the Securities.



ARTICLE TWO




SECURITIES FORMS




     Section 201. Forms Generally.



     Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the
form established by or pursuant to a Board Resolution and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, shall have such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by or pursuant to this Indenture
or any indenture supplemental hereto and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by



16









 







the officer of the Company
executing such Security or Coupon as evidenced by the execution of such
Security or Coupon.



     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without
Coupons.



     Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officer of the Company executing such
Securities or Coupons, as evidenced by the execution of such Securities or
Coupons.



     Section 202. Form of Trustee’s Certificate of Authentication.



     Subject to Section 611, the Trustee’s certificate of authentication shall
be in substantially the following form:



     This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	

as Trustee	 	,

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Authorized Signatory







     Section 203. Securities in Global Form.



     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in global form. If Securities
of a series shall be issuable in temporary or permanent global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon or reflected on the books and records of the Trustee and may also
provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be increased or reduced to reflect exchanges. Any
endorsement of any Security in global form to reflect the amount, or any
increase or decrease in the amount, or changes in the rights of Holders, of
Outstanding Securities represented thereby shall be made in such manner and by
such Person or Persons as shall be specified therein or pursuant to Section 301
with respect to such Security or in the Company Order to be delivered pursuant
to Section 303 or 304 with respect thereto. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in global form in the manner and upon instructions given
by the Person or Persons specified therein or pursuant to Section 301 with
respect to such Security or in the applicable Company Order. If a Company
Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered,
any instructions by the Company with respect to a Security in



17









 







global form shall
be in writing but need not be accompanied by or contained in an Officers’
Certificate and need not be accompanied by an Opinion of Counsel.
Notwithstanding the foregoing provisions of this paragraph, in the event a
global Security is exchangeable for definitive Securities as provided in
Section 305, then, unless otherwise provided in or pursuant to
this Indenture with respect to the Securities of such series, the Trustee
shall deliver and redeliver such global Security to the extent necessary to
effect such exchanges, shall endorse such global Security to reflect any
decrease in the principal amount thereto resulting from such exchanges and
shall take such other actions, all as contemplated by Section 305.



     Notwithstanding the provisions of Section 307, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of,
any premium and interest on, and any Additional Amounts in respect of any
Security in temporary or permanent global form shall be made to the Person or
Persons specified therein.



     Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 301.



ARTICLE THREE




THE SECURITIES




     Section 301. Amount Unlimited; Issuable in Series.



     The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
in one or more series.



     With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to one or more Board
Resolutions and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of any Securities of
a series,




     (1) the title of the Securities of such series;




     (2) any limit upon the aggregate principal amount of the Securities
of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 304, 305, 306, 905 or 1107,
upon repayment in part of any Security of such series pursuant to Article
Thirteen or upon surrender in part of any Security for conversion or
exchange into Common Stock or other securities or property pursuant to
its terms), and if such series may be reopened from time to time for the
issuance of additional Securities of such series or to establish
additional terms of such series;



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     (3) if such Securities are to be issuable as Registered Securities,
as Bearer Securities or alternatively as Bearer Securities and Registered
Securities, and whether the Bearer Securities are to be issuable with
Coupons, without Coupons or both, and any restrictions applicable to the
offer, sale or delivery of the Bearer Securities and the terms,
if any, upon which Bearer Securities may be exchanged for Registered
Securities and vice versa;




     (4) if any of such Securities are to be issuable in global form,
when any of such Securities are to be issuable in global form and (i)
whether such Securities are to be issued in temporary or permanent global
form or both, (ii) whether beneficial owners of interests in any such
global Security may exchange such interests for Securities of the same
series and of like tenor and of any authorized form and denomination, and
the circumstances under which any such exchanges may occur, if other than
in the manner specified in Section 305, (iii) the name of the Depository
with respect to any such global Security and (iv) if applicable and in
addition to the Persons specified in Section 305, the Person or Persons
who shall be entitled to make any endorsements on any such global
Security and to give the instructions and take the other actions with
respect to such global Security contemplated by the first paragraph of
Section 203;




     (5) if any of such Securities are to be issuable as Bearer
Securities, the date as of which any such Bearer Security shall be dated
(if other than the date of original issuance of the first of such
Securities to be issued);




     (6) if any of such Securities are to be issuable as Bearer
Securities, whether interest in respect of any portion of a temporary
Bearer Security in global form payable in respect of an Interest Payment
Date therefor prior to the exchange, if any, of such temporary Bearer
Security for definitive Securities shall be paid to any clearing
organization with respect to the portion of such temporary Bearer
Security held for its account and, in such event, the terms and
conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to
the Persons entitled to interest payable on such Interest Payment Date;




     (7) the date or dates, or the method or methods, if any, by which
such date or dates shall be determined, on which the principal and
premium, if any, of such Securities is payable;




     (8) the rate or rates at which such Securities shall bear interest,
if any, or the method or methods, if any, by which such rate or rates are
to be determined, the date or dates, if any, from which such interest
shall accrue or the method or methods, if any, by which such date or
dates are to be determined, the Interest Payment Dates, if any, on which
such interest shall be payable and the Regular Record Date, if any, for
the interest payable on Registered Securities on any Interest Payment
Date, the notice, if any, to Holders regarding the determination of
interest on a floating rate Security and the manner of giving such
notice, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;



19









 






     (9) if in addition to or other than the Borough of Manhattan, The
City of New York, the place or places where the principal of, any premium
and interest on or any Additional Amounts with respect to such Securities
shall be payable, any of such Securities that are Registered Securities
may be surrendered for registration of transfer or exchange, any of such
Securities may be surrendered for conversion or exchange and
notices or demands to or upon the Company in respect of such
Securities and this Indenture may be served;




     (10) whether any of such Securities are to be redeemable at the
option of the Company and, if so, the date or dates on which, the period
or periods within which, the price or prices at which and the other terms
and conditions upon which such Securities may be redeemed, in whole or in
part, at the option of the Company;




     (11) if the Company is obligated to redeem or purchase any of such
Securities pursuant to any sinking fund or analogous provision or at the
option of any Holder thereof and, if so, the date or dates on which, the
period or periods within which, the price or prices at which and the
other terms and conditions upon which such Securities shall be redeemed
or purchased, in whole or in part, pursuant to such obligation, and any
provisions for the remarketing of such Securities so redeemed or
purchased;




     (12) the denominations in which any of such Securities that are
Registered Securities shall be issuable if other than denominations of
$1,000 and any integral multiple thereof, and the denominations in which
any of such Securities that are Bearer Securities shall be issuable if
other than the denomination of $5,000;




     (13) whether the Securities of the series will be convertible into
and/or exchangeable for Common Stock or other securities or property, and
if so, the terms and conditions upon which such Securities will be so
convertible or exchangeable, and any deletions from or modifications or
additions to this Indenture to permit or to facilitate the issuance of
such convertible or exchangeable Securities or the administration
thereof;




     (14) if other than the principal amount thereof, the portion of the
principal amount of any of such Securities that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section
502 or the method by which such portion is to be determined;




     (15) if other than Dollars, the Foreign Currency in which payment of
the principal of, any premium or interest on or any Additional Amounts
with respect to any of such Securities shall be payable;




     (16) if the principal of, any premium or interest on or any
Additional Amounts with respect to any of such Securities are to be
payable, at the election of the Company or a Holder thereof or otherwise,
in Dollars or in a Foreign Currency other than that in which such
Securities are stated to be payable, the date or dates on which, the
period or periods within which, and the other terms and conditions upon
which, such election may be made, and the time and manner of determining
the exchange rate between the Currency in which
such Securities are
stated to be payable and the Currency in which



20









 







such Securities or any of
them are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide
for or to facilitate the issuance of Securities denominated or payable,
at the election of the Company or a Holder thereof or otherwise, in a
Foreign Currency;




     (17) if the amount of payments of principal of, any premium or
interest on or any Additional Amounts with respect to such Securities may
be determined with reference to an index, formula or other method or
methods (which index, formula or method or methods may be based, without
limitation, on one or more Currencies, commodities, equity indices or
other indices), and, if so, the terms and conditions upon which and the
manner in which such amounts shall be determined and paid or payable;




     (18) any deletions from, modifications of or additions to the Events
of Default or covenants of the Company with respect to any of such
Securities (whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein), and
if Section 1007 shall be applicable with respect to any such additional
covenants;




     (19) if any one or more of Section 401 relating to satisfaction and
discharge, Section 402(2) relating to defeasance or Section 402(3)
relating to covenant defeasance shall not be applicable to the Securities
of such series, and any covenants in addition to or other than those
specified in Section 402(3) relating to the Securities of such series
which shall be subject to covenant defeasance, and, if the Securities of
such series are subject to repurchase or repayment at the option of the
Holders thereof pursuant to Article Thirteen, if the Company’s obligation
to repurchase or repay such Securities will be subject to satisfaction
and discharge pursuant to Section 401 or to defeasance or covenant
defeasance pursuant to Section 402, and, if the Holders of such
Securities have the right to convert or exchange such Securities into
Common Stock or other securities or property, if the right to effect such
conversion or exchange will be subject to satisfaction and discharge
pursuant to Section 401 or to defeasance or covenant defeasance pursuant
to Section 402, and any deletions from, or modifications or additions to,
the provisions of Article Four (including any modification which would
permit satisfaction and discharge, defeasance or covenant defeasance to
be effected with respect to less than all of the outstanding Securities
of such series) in respect of the Securities of such series;




     (20) if any of such Securities are to be issuable upon the exercise
of warrants, and the time, manner and place for such Securities to be
authenticated and delivered;




     (21) if any of such Securities are issuable in global form and are
to be issuable in definitive form (whether upon original issue or upon
exchange of a temporary Security) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, then
the form and terms of such certificates, documents or conditions;




     (22) whether and under what circumstances the Company will pay
Additional Amounts on such Securities to any holder who is a United
States Alien in respect of any tax, assessment or other government charge
and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts;



21









 






     (23) if there is more than one Trustee, the identity of the Trustee
and, if not the Trustee, the identity of each Security Registrar, Paying
Agent or Authenticating Agent with respect to such Securities;




     (24) the Person to whom any interest on any Registered Security of
such series shall be payable, if other than the Person in whose name the
Registered Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest,
the manner in which, or the Person to whom, any interest on any Bearer
Security of such series shall be payable, if other than upon presentation
and surrender of the Coupons appertaining thereto as they severally
mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Security will be paid if other than in the
manner provided in this Indenture; and




     (25) any other terms of such Securities and any deletions from or
modifications or additions to this Indenture in respect of such
Securities.



     All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest, or
method of determining the rate of interest, if any, Maturity, and the date from
which interest, if any, shall accrue and except as may otherwise be provided by
the Company in or pursuant to the Board Resolution and set forth in the
Officers’ Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Board Resolution,
Officers’ Certificate or supplemental indenture, as the case may be, pertaining
to such series of Securities (telephonic instructions to be promptly confirmed
in writing by such person) and that such persons are authorized to determine,
consistent with such Board Resolution, Officers’ Certificate or supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Board Resolution, Officers’ Certificate or supplemental
indenture. All Securities of any one series need not be issued at the same
time and, if so provided by the Company as contemplated by this Section 301, a
series may be reopened from time to time without the consent of any Holders for
issuances of additional Securities of such series or to establish additional
terms of such series of Securities.



     If any of the terms of the Securities of any series shall be established
by action taken by or pursuant to a Board Resolution, the Board Resolution
shall be delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of such series.



     Section 302. Currency; Denominations.



     Unless otherwise provided in or pursuant to this Indenture, the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or
pursuant to this Indenture, Registered Securities denominated in Dollars shall
be issuable in registered form without Coupons in denominations of $1,000 and
any integral multiple thereof, and the Bearer Securities denominated in Dollars
shall be issuable in the denomination of $5,000. Securities not denominated in
Dollars shall be



22









 







issuable in such denominations as are established with respect
to such Securities in or pursuant to this Indenture.



     Section 303. Execution, Authentication, Delivery and Dating.



     Securities shall be executed on behalf of the Company by its Chairman, its
President or one of its Vice Presidents and by its Treasurer, one of its
Assistant Treasurers, its Secretary or one of its Assistant Secretaries and may
(but need not) have its corporate seal or a facsimile thereof reproduced
thereon. Coupons shall be executed on behalf of the Company by the Chairman,
the President or any Vice President of the Company. The signature of any of
these officers on the Securities or any Coupons appertaining thereto may be
manual or facsimile.



     Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall, to the fullest extent permitted by law, bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities or Coupons.



     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officers’
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 301 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and any
Coupons appertaining thereto, the Trustee shall be entitled to receive, and
(subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be
fully protected in relying upon, an Opinion of Counsel to the following effect,
which Opinion of Counsel may contain such assumptions, qualifications and
limitations as such counsel shall deem appropriate:




     (a) the form or forms and terms of such Securities and Coupons, if
any, have been established in conformity with Sections 201 and 301 of
this Indenture;




     (b) all conditions precedent set forth in Sections 201, 301 and 303
of this Indenture to the authentication and delivery of such Securities
and Coupons, if any, appertaining thereto have been complied with and
that such Securities, and Coupons, when completed by appropriate
insertions (if applicable), executed by duly authorized officers of the
Company, delivered by duly authorized officers of the Company to the
Trustee for authentication pursuant to this Indenture, and authenticated
and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforcement
thereof may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, arrangement, fraudulent conveyance,
fraudulent transfer or other similar laws relating to or affecting
creditors’ rights generally, and subject to



23









 







general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or
at law).



     If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel at the time of issuance
of each Security, but such opinion, with such modifications as counsel shall
deem appropriate, shall be delivered at or before the time of issuance of the
first Security of such series. After any such first delivery, any separate
request by the Company that the Trustee authenticate Securities of such series
for original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with.



     The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken.



     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as
of the date specified in or pursuant to this Indenture.



     No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 202 or 611 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized signatories. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 306 or 307 or as may
otherwise be provided in or pursuant to this Indenture, the Trustee shall not
authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and cancelled.



     Section 304. Temporary Securities.



     Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.



     Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions set forth in this Indenture or the
provisions established pursuant to Section 301, if temporary Securities are
issued, the Company shall cause definitive Securities



24









 







to be prepared without
unreasonable delay. Except as otherwise provided in or pursuant to this
Indenture, after the preparation of definitive Securities of the same series
and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities
shall be exchangeable for such definitive Securities upon surrender of
such temporary Securities at an Office or Agency for such Securities, without
charge to any Holder thereof. Except as otherwise provided in or pursuant to
this Indenture, upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series and containing identical terms and
provisions; provided, however, that no definitive Bearer Security, except as
provided in or pursuant to this Indenture, shall be delivered in exchange for a
temporary Registered Security; and provided, further, that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security, until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.



     Section 305. Registration, Transfer and Exchange.



     With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the “Security Register”) at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the “Security Registrar” for that
series of Securities. Unless otherwise specified in or pursuant to this
Indenture or the Securities, the initial Security Registrar for each series of
Securities shall be as specified in the penultimate paragraph of Section 1002. The
Company shall have the right to remove and replace from time to time the
Security Registrar for any series of Securities; provided that no such removal
or replacement shall be effective until a successor Security Registrar with
respect to such series of Securities shall have been appointed by the Company
and shall have accepted such appointment. In the event that the Trustee shall
not be or shall cease to be Security Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such
series at all reasonable times. There shall be only one Security Register for
each series of Securities.



     Except as otherwise provided in or pursuant to this Indenture, upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.



     Except as otherwise provided in or pursuant to this Indenture, at the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like



25









 







aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or
Agency for such series. Whenever any Registered Securities are so surrendered
for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver,
the Registered Securities which the Holder making the exchange is entitled to
receive.



     If provided in or pursuant to this Indenture, with respect to Securities
of any series, at the option of the Holder, Bearer Securities of such series
may be exchanged for Registered Securities of such series containing identical
terms, denominated as authorized in or pursuant to this Indenture and in the
same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Bearer Security shall surrender to
any Paying Agent any such missing Coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, interest represented by Coupons shall be payable only upon presentation
and surrender of those Coupons at an Office or Agency for such series located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such Office or Agency for such
series in exchange for a Registered Security of such series and like tenor
after the close of business at such Office or Agency on (i) any Regular Record
Date and before the opening of business at such Office or Agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such Office or Agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
Coupon relating to such Interest Payment Date or proposed date of payment, as
the case may be (or, if such Coupon is so surrendered with such Bearer
Security, such Coupon shall be returned to the Person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, shall
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but shall be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.



     If provided in or pursuant to this Indenture with respect to Securities of
any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.



     Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.



26









 





     Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, the global Securities of any series shall be exchangeable
for definitive certificated Securities of such series only if (i) the
Depository for such global Securities notifies the
Company that it is unwilling or unable to continue as a Depository for
such global Securities or at any time the Depository for such global Securities
ceases to be a clearing agency registered as such under the Exchange Act, if so
required by applicable law or regulation, and no successor Depository for such
Securities shall have been appointed within 90 days of such notification or of
the Company becoming aware of the Depository’s ceasing to be so registered, as
the case may be, (ii) the Company, in its sole discretion, determines that the
Securities of such series shall no longer be represented by one or more global
Securities and executes and delivers to the Trustee a Company Order to the
effect that such global Securities shall be so exchangeable, or (iii) an Event
of Default has occurred and is continuing with respect to such Securities.



     If the beneficial owners of interests in a global Security are entitled to
exchange such interests for definitive Securities as the result of an event
described in clause (i), (ii) or (iii) of the preceding paragraph, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities in such form and denominations as are required by or
pursuant to this Indenture, and of the same series, containing identical terms
and in aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the Depository (or its custodian) as shall be specified in the
Company Order with respect thereto (which the Company agrees to deliver), and
in accordance with instructions given to the Trustee and the Depository (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for
the global Security shall be issuable only in the form in which the Securities
are issuable, as provided in or pursuant to this Indenture) shall be in the
form of Bearer Securities or Registered Securities, or any combination thereof,
and which shall be in such denominations and, in the case of Registered
Securities, registered in such names, as shall be specified by the Depository,
but subject to the satisfaction of any certification or other requirements to
the issuance of Bearer Securities; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities of the same series to be redeemed and ending on the
relevant Redemption Date; and provided, further, that (unless otherwise
provided in or pursuant to this Indenture) no Bearer Security delivered in
exchange for a portion of a global Security shall be mailed or otherwise
delivered to any location in the United States. Promptly following any such
exchange in part, such global Security shall be returned by the Trustee to such
Depository (or its custodian) or such other Depository (or its custodian)
referred to above in accordance with the instructions of the Company referred
to above, and the Trustee shall endorse such global Security to reflect the
decrease in the principal amount thereof resulting from such exchange. If a
Registered



27









 







Security is issued in exchange for any portion of a global Security
after the close of business at the Office or Agency for such Security where
such exchange occurs on or after (i) any Regular Record Date for such Security
and before the opening of business at such Office or Agency on
the next Interest Payment Date, or (ii) any Special Record Date for such
Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the
case may be, interest shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but shall be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such global Security shall be payable in accordance with the
provisions of this Indenture.



     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company evidencing the same
debt and entitling the Holders thereof to the same benefits under this
Indenture as the Securities surrendered upon such registration of transfer or
exchange.



     Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security duly executed by the Holder thereof or his
attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or
exchange of Securities, or any redemption or repayment of Securities, or any
conversion or exchange of Securities for other types of securities or property,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 905 or 1107, upon repayment or repurchase in part of
any Registered Security pursuant to Article Thirteen, or upon surrender in part
of any Registered Security for conversion or exchange into Common Stock or
other securities or property pursuant to its terms, in each case not involving
any transfer.



     Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of the selection for redemption of Securities of like tenor and terms
and of the same series under Section 1103 and ending at the close of business
on the day of such selection, or (ii) to register the transfer of or exchange
any Registered Security, or portion thereof, so selected for redemption, except
in the case of any Registered Security to be redeemed in part, the portion
thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except, to the extent provided with respect to such
Bearer Security, that such Bearer Security may be exchanged for a Registered
Security of like tenor and terms and of the same series, provided that such
Registered Security shall be simultaneously surrendered for redemption with
written instruction for payment consistent with the provisions of this
Indenture or (iv) to issue, register the transfer of or exchange any Security
which, in accordance with its terms, has been surrendered for repayment at the
option of the Holder pursuant to Article Thirteen and not withdrawn, except the
portion, if any, of such Security not to be so repaid.



28









 





     Section 306. Mutilated, Destroyed, Lost and Stolen Securities.



     If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 306, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.



     If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security or Coupon has been acquired by
a bona fide purchaser, the Company shall execute and, upon the Company’s
request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Security or in exchange for
the Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons corresponding to the
Coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen Coupon appertains.



     Notwithstanding the foregoing provisions of this Section 306, in case any
mutilated, destroyed, lost or stolen Security or Coupon has become or is about
to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an Office or Agency for such Securities
located outside the United States and, unless otherwise provided in or pursuant
to this Indenture, any interest on Bearer Securities and any Additional Amounts
with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.



     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.



     Every new Security, with any Coupons appertaining thereto issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen Coupon appertains
shall constitute a separate obligation of the Company, whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.



     The provisions of this Section, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall (to
the extent lawful) be exclusive and



29









 







shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities or Coupons.



	 	 	 	 	 
	 

	 	Section 307.
	 	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.







     Unless otherwise provided in or pursuant to this Indenture, any interest
on and any Additional Amounts with respect to any Registered Security which
shall be payable, and are punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name such Security (or one or
more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest. Unless otherwise provided in or
pursuant to this Indenture, in case a Bearer Security is surrendered in
exchange for a Registered Security after the close of business at an Office or
Agency for such Security on any Regular Record Date therefor and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date therefor, such Bearer Security shall be surrendered without the
Coupon relating to such Interest Payment Date and interest shall not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.



     Unless otherwise provided in or pursuant to this Indenture, any interest
on and any Additional Amounts with respect to any Registered Security which
shall be payable, but shall not be punctually paid or duly provided for, on any
Interest Payment Date for such Registered Security (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest
to the Person in whose name such Registered Security (or a Predecessor
Security thereof) shall be registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be
paid on such Registered Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit on or prior to the date of the proposed payment,
such money when so deposited to be held in trust for the benefit of the
Person entitled to such Defaulted Interest as in this Clause provided.
Thereupon, the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company shall
cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid,
to the Holder of such Registered Security (or a Predecessor Security
thereof) at his address as it appears in the Security Register not less



30









 






than 10 days prior to such Special Record Date. The Trustee may, in
its discretion, in the name and at the expense of the Company cause a
similar notice to be published at least once in an Authorized Newspaper
of general circulation in the Borough of Manhattan, The City of New York,
but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to
the Person in whose name such Registered Security (or a Predecessor
Security thereof) shall be registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the
following clause (2). In case a Bearer Security is surrendered at the
Office or Agency for such Security in exchange for a Registered Security
after the close of business at such Office or Agency on any Special
Record Date and before the opening of business at such Office or Agency
on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Defaulted Interest and Defaulted Interest shall not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.




     (2) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which such Security may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause,
such payment shall be deemed practicable by the Trustee.



     Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series, at the option of the Company, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States of America.



     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.



     Section 308. Persons Deemed Owners.



     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in
the Security Register as the owner of such Registered Security for the purpose
of receiving payment of principal of, any premium and (subject to Sections 305
and 307) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and neither the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.



31









 





     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
neither the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.



     No holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such
global Security for all purposes whatsoever. None of the Company, the Trustee,
any Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.



     Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee, any Paying Agent or the Security Registrar from giving effect to
any written certification, proxy or other authorization furnished by the
applicable Depository, as a Holder, with respect to a global Security or
impair, as between such Depository and the owners of beneficial interests in
such global Security, the operation of customary practices governing the
exercise of the rights of such Depository (or its nominee) as the Holder of
such global Security.



     Section 309. Cancellation.



     All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities and Coupons, as
well as Securities and Coupons surrendered directly to the Trustee for any such
purpose, shall be cancelled promptly by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be cancelled
promptly by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by or pursuant to this Indenture. All cancelled Securities
and Coupons held by the Trustee shall be destroyed by the Trustee, unless by a
Company Order the Company directs their return to it.



     Section 310. Computation of Interest.



     Except as otherwise provided in or pursuant to this Indenture or in the
Securities of any series, interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.





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ARTICLE FOUR




SATISFACTION AND DISCHARGE OF INDENTURE






		
	      Section 401. 	Satisfaction and Discharge.





     Unless, pursuant to Section 301, the provisions of this Section 401 shall
not be applicable with respect to the Securities of any series, upon the
direction of the Company by a Company Order, this Indenture shall cease to be
of further effect with respect to any series of Securities specified in such
Company Order and any Coupons appertaining thereto, and the Trustee, on receipt
of a Company Order, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series, when




     (1) either




     (a) all Securities of such series theretofore authenticated
and delivered and all Coupons appertaining thereto (other than (i)
Coupons appertaining to Bearer Securities of such series
surrendered in exchange for Registered Securities of such series
and maturing after such exchange whose surrender is not required or
has been waived as provided in Section 305, (ii) Securities and
Coupons of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306,
(iii) Coupons appertaining to Securities of such series called for
redemption and maturing after the relevant Redemption Date whose
surrender has been waived as provided in Section 1106, and (iv)
Securities and Coupons of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or




     (b) all Securities of such series and, in the case of (i) or
(ii) below, if applicable, any Coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated
Maturity within one year, or




     (iii) if redeemable at the option of the Company, are to
be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of
the Company,




and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose, money in the Currency in which such
Securities are payable in an amount sufficient to pay and discharge
the entire indebtedness on such Securities and any Coupons
appertaining thereto not theretofore delivered to the Trustee for
cancellation,



33









 






including the principal of, any premium and interest on, and, to
the extent that the Securities of such series provide for the
payment of Additional Amounts thereon and the amount of any such
Additional Amounts which are or will be payable with respect to the
Securities of such series is at the time of deposit determinable by
the Company (in the exercise by the Company of its reasonable
discretion), any Additional Amounts with respect to, such
Securities and any Coupons appertaining thereto, to the date of
such deposit (in the case of Securities which have become due and
payable) or to the Maturity thereof, as the case may be;




     (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the Outstanding Securities of
such series and any Coupons appertaining thereto; and




     (3) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge
of this Indenture as to such series have been complied with.



     In the event there are Securities of two or more series Outstanding
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of such series as to which it is Trustee and if the other
conditions thereto are met.



     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 305, 306, 403, 404, 1002, 1003 and, if applicable to
the Securities of such series, 1004 (including, without limitation, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1004, but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)),
any rights of Holders of the Securities of such series (unless otherwise
provided pursuant to Section 301 with respect to the Securities of such series)
to require the Company to repurchase or repay, and the obligations of the
Company to repurchase or repay, such Securities at the option of the Holders
pursuant to Article Thirteen hereof, and any rights of Holders of the
Securities of such series (unless otherwise provided pursuant to Section 301
with respect to the Securities of such series) to convert or exchange, and the
obligations of the Company to convert or exchange, such Securities into Common
Stock or other securities or property, shall survive.





		
	      Section 402. 	Defeasance and Covenant Defeasance.





     (1) Unless, pursuant to Section 301, either or both of (i) defeasance of
the Securities of or within a series under clause (2) of this Section 402 or
(ii) covenant defeasance of the Securities of or within a series under clause
(3) of this Section 402 shall not be applicable with respect to the Securities
of such series, then such provisions, together with the other provisions of
this Section 402 (with such modifications thereto as may be specified pursuant
to Section 301



34









 







with respect to any Securities), shall be applicable to such Securities
and any Coupons appertaining thereto, and the Company may at its option by
Board Resolution, at any time, with respect to the Securities of or within such
series and any Coupons appertaining thereto, elect to have Section 402(2) or
Section 402(3) be applied to such Outstanding Securities and any Coupons
appertaining thereto upon compliance with the conditions set forth below in
this Section 402. Unless otherwise specified pursuant to Section 301 with
respect to the Securities of any series, defeasance under clause (2) of this
Section 402 and covenant defeasance under clause (3) of this Section 402 may be
effected only with respect to all, and not less than all, of the Outstanding
Securities of any series. To the extent that the terms of any Security or
Coupon appertaining thereto established in or pursuant to this Indenture permit
the Company or any Holder thereof to extend the date on which any payment of
principal of, or premium, if any, or interest, if any, on, or Additional
Amounts, if any, with respect to such Security or Coupon is due and payable,
then unless otherwise provided pursuant to Section 301, the right to extend
such date shall terminate upon defeasance or covenant defeasance, as the case
may be.



     (2) Upon the Company’s exercise of the above option applicable to this
Section 402(2) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any Coupons appertaining thereto on
the date the conditions set forth in clause (4) of this Section 402 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be “Outstanding” only
for the purposes of clause (5) of this Section 402 and the other Sections of
this Indenture referred to in clauses (i) through (iv) of this paragraph, and
to have satisfied all of its other obligations under such Securities and any
Coupons appertaining thereto and this Indenture insofar as such Securities and
any Coupons appertaining thereto are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Outstanding Securities
and any Coupons appertaining thereto to receive, solely (except as provided in
clause (ii) below) from the trust fund described in clause (4)(a) of this
Section 402 and as more fully set forth in this Section 402 and 403, payments
in respect of the principal of (and premium, if any) and interest, if any, on,
and Additional Amounts, if any, with respect to, such Securities and any
Coupons appertaining thereto when such payments are due, (ii) the obligations
of the Company and the Trustee with respect to such Securities under Sections
305, 306, 1002, 1003 and, if applicable to the Securities of such series, 1004
(including, without limitation, with respect to the payment of Additional
Amounts, if any, with respect to such Securities as contemplated by Section
1004, but only to the extent that the Additional Amounts payable with respect
to such Securities exceed the amount deposited in respect of such Additional
Amounts pursuant to clause (4)(a) of this Section 402)), any rights of Holders
of such Securities (unless otherwise provided pursuant to Section 301 with
respect to the Securities of such series) to require the Company to repurchase
or repay, and the obligations of the Company to repurchase or repay, such
Securities at the option of the Holders pursuant to Article Thirteen hereof,
and any rights of Holders of such Securities (unless otherwise provided
pursuant to Section 301 with respect to the Securities of such series) to
convert or exchange, and the obligations of the Company to convert or exchange,
such Securities into Common Stock or other securities or property, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv)
this Section 402 and Sections 403 and



35









 







404. The Company may exercise its option under this Section 402(2)
notwithstanding the prior exercise of its option under Section 402(3) with
respect to such Securities and any Coupons appertaining thereto.



     (3) Upon the Company’s exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the
Company shall be released from its obligations under clauses (ii) and (iii) of
Section 1005 and under Sections 1006, 1007, and 1008 and, to the extent
specified pursuant to Section 301, any other covenant applicable to such
Securities with respect to such Securities and any Coupons appertaining thereto
(hereinafter, “covenant defeasance”), and such Securities and any Coupons
appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with any such covenant, but
shall continue to be deemed “Outstanding” for all other purposes hereunder.
For this purpose, such covenant defeasance means that with respect to such
Outstanding Securities and any Coupons appertaining thereto, the Company may
omit to comply with, and shall have no liability in respect of, any term,
condition or limitation set forth in any such Section or any such other
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a default or an
Event of Default under Section 501(4) or 501(8) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture
and such Securities and Coupons appertaining thereto shall be
unaffected thereby.



     (4) The following shall be the conditions to application of clause (2) or
(3) of this Section 402 to any Outstanding Securities of or within a series and
any Coupons appertaining thereto:




     (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the
requirements of Section 607 who shall agree to comply with the provisions
of this Section 402 applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities and any Coupons appertaining thereto, (1) an amount in Dollars
or in such Foreign Currency in which such Securities and any Coupons
appertaining thereto are then specified as payable at Stated Maturity or,
if such defeasance or covenant defeasance is to be effected in compliance
with subsection (f) below, on the relevant Redemption Date, as the case
may be, or (2) Government Obligations applicable to such Securities and
Coupons appertaining thereto (determined on the basis of the Currency in
which such Securities and Coupons appertaining thereto are then specified
as payable at Stated Maturity or, if such defeasance or covenant
defeasance is to be effected in compliance with subsection (f) below, on
the relevant Redemption Date, as the case may be) which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before
the due date of any payment of principal of (and premium, if any) and
interest, if any, on such Securities and any Coupons appertaining
thereto, money in an amount, or (3) a combination thereof, in any case,
in an amount, sufficient, without consideration of any reinvestment of
such principal and interest, in the opinion of a nationally recognized
firm of independent



36









 






public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and
discharge, (y) the principal of (and premium, if any) and interest, if
any, on, and, to the extent that such Securities provide for the payment
of Additional Amounts thereon and the amount of any such Additional
Amounts which are or will be payable with respect to the Securities of
such series is at the time of deposit determinable by the Company (in the
exercise by the Company of its reasonable discretion), any Additional
Amounts with respect to, such Outstanding Securities and any Coupons
appertaining thereto on the Stated Maturity of such principal or
installment of principal or interest or the applicable Redemption Date,
as the case may be, and (z) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities and any
Coupons appertaining thereto on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such
Securities and any Coupons appertaining thereto.




     (b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company or any
Subsidiary is a party or by which it is bound.




     (c) No Event of Default or event which with notice or lapse of time
or both would become an Event of Default with respect to such Securities
and any Coupons appertaining thereto shall have occurred and be
continuing on the date of such deposit, and, solely in the case of
defeasance under Section 402(2), no Event of Default with respect to such
Securities and any Coupons appertaining thereto under clause (5) or (6)
of Section 501 or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any
Coupons appertaining thereto under clause (5) or (6) of Section 501 shall
have occurred and be continuing at any time during the period ending on
and including the 91st day after the date of such deposit (it being
understood that this condition to defeasance under Section 402(2) shall
not be deemed satisfied until the expiration of such period).




     (d) In the case of defeasance pursuant to Section 402(2), the
Company shall have delivered to the Trustee an opinion of independent
counsel reasonably acceptable to the Trustee stating that (x) the Company
has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of this Indenture there has been
a change in applicable federal income tax law, in either case to the
effect that, and based thereon such opinion of independent counsel shall
confirm that, the Holders of such Outstanding Securities and any Coupons
appertaining thereto will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not
occurred; or, in the case of covenant defeasance pursuant to Section
402(3), the Company shall have delivered to the Trustee an opinion of
independent counsel reasonably acceptable to the Trustee to the effect
that the Holders of such Outstanding Securities and any Coupons
appertaining thereto will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax



37









 






on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred.




     (e) The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance or covenant defeasance, as the case may be,
under this Indenture have been complied with.




     (f) If the monies or Government Obligations or combination thereof,
as the case may be, deposited under clause (a) above are sufficient to
pay the principal of, and premium, if any, and interest, if any, on and,
to the extent provided in such clause (a), Additional Amounts with
respect to, such Securities provided such Securities are redeemed on a
particular Redemption Date, the Company shall have given the Trustee
irrevocable instructions to redeem such Securities on such date and to
provide notice of such redemption to Holders as provided in or pursuant
to this Indenture.




     (g) Notwithstanding any other provisions of this Section 402(4),
such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which
may be imposed on the Company in connection therewith pursuant to Section
301.



     (5) Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee—collectively for purposes of this Section 402(5) and
Section 403, the “Trustee”) pursuant to clause (4)(a) of Section 402 in respect
of any Outstanding Securities of any series and any Coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any Coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent (other
than the Company or any Subsidiary or Affiliate of the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any
Coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any, but such money need not be segregated from other funds except to the
extent required by law.



     Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 402(4)(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 402(4)(a) has been made in respect of such Security, or (b)
a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 402(4)(a) has been made, the indebtedness
represented by such Security and any Coupons appertaining thereto shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any), and interest, if any, on,
and Additional Amounts, if any, with respect to, such Security as the same
becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on (x)
in the case of payments



38









 







made pursuant to clause (a) above, the applicable market exchange rate for
such Currency in effect on the second Business Day prior to each payment date,
or (y) with respect to a Conversion Event, the applicable market exchange rate
for such Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.



     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto.



     Anything in this Section 402 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in clause (4)(a) of this Section 402 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 402.





		
	     Section 403. 	Application of Trust Money.





     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations deposited with the Trustee pursuant to Section 401
or 402 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the Coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal, premium, interest and Additional Amounts for whose
payment such money has or Government Obligations have been deposited with or
received by the Trustee; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law.





		
	     Section 404. 	Reinstatement.





     If the Trustee (or other qualifying trustee appointed pursuant to Section
402(4)(a)) or any Paying Agent is unable to apply any moneys or Government
Obligations deposited pursuant to Section 401(1) or 402(4)(a) to pay any
principal of or premium, if any, or interest, if any, on or Additional Amounts,
if any, with respect to the Securities of any series by reason of any legal
proceeding or any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no such deposit had occurred, until
such time as the Trustee (or other qualifying trustee) or Paying Agent is
permitted to apply all such moneys and Government Obligations to pay the
principal of and premium, if any, and interest, if any, on and Additional
Amounts, if any, in respect of the Securities of such series as contemplated by
Sections 401 or 402 as the case may be, and Section 403; provided, however,
that if the Company makes any payment of the principal of or premium, if any,
or interest if any, on or Additional Amounts, if any, in respect of the
Securities of such series following the reinstatement of its obligations as
aforesaid, the Company shall be



39









 







subrogated to the rights of the Holders of such Securities to receive such
payment from the funds held by the Trustee (or other qualifying trustee) or
Paying Agent.



ARTICLE FIVE




REMEDIES






		
	     Section 501. 	Events of Default.





     “Event of Default”, wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body) unless such event is specifically deleted or modified in or
pursuant to the supplemental indenture, Board Resolution or Officers’
Certificate establishing the terms of such series pursuant to this Indenture:




     (1) default in the payment of any interest on, or any Additional
Amounts payable in respect of any interest on, any of the Securities of
such series or any Coupon appertaining thereto when such interest or such
Additional Amounts, as the case may be, become due and payable, and
continuance of such default for a period of 30 days; or




     (2) default in the payment of any principal of or premium, if any,
on, or any Additional Amounts payable in respect of any principal of or
premium, if any, on, any of the Securities of such series when due
(whether at Maturity or otherwise and whether payable in cash or in
            shares of Common Stock or other securities or property); or




     (3) default in the deposit of any sinking fund payment or payment
under any analogous provision when due with respect to any of the
Securities of such series; or




     (4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture or any Security of such series
(other than a covenant or warranty for which the consequences of breach
or nonperformance are addressed elsewhere in this Section 501 or a
covenant or warranty which has expressly been included in this Indenture,
whether or not by means of a supplemental indenture, solely for the
benefit of Securities of a series other than such series), and
continuance of such default or breach (without such default or breach
having been waived in accordance of the provisions of this Indenture) for
a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series a written notice specifying such
default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or




     (5) the entry by a court having jurisdiction in the premises of (A)
a decree or order for relief in respect of the Company or any Significant
Subsidiary of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the



40









 






Company or any Significant Subsidiary of the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect
of the Company or any Significant Subsidiary of the Company under any
applicable Federal or State law, or appointing a custodian, receiver,
conservator, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or any Significant Subsidiary of the Company or
of any substantial part of the property of the Company or any Significant
Subsidiary of the Company, or ordering the winding up or liquidation of
the affairs of the Company or any Significant Subsidiary of the Company,
and the continuance of any such decree or order for relief unstayed and
in effect for a period of 60 consecutive days; or




     (6) the commencement by the Company or any Significant Subsidiary of
the Company of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar
law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by the Company or any Significant Subsidiary of
the Company to the entry of a decree or order for relief in respect of
the Company or any Significant Subsidiary of the Company in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against
the Company or any Significant Subsidiary of the Company, or the filing
by the Company or any Significant Subsidiary of the Company of a petition
or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by the Company or any
Significant Subsidiary of the Company to the filing of such petition or
to the appointment of or taking possession by a custodian, receiver,
conservator, liquidator, assignee, trustee, sequestrator or similar
official of the Company or any Significant Subsidiary of the Company or
of any substantial part of the property of the Company or any Significant
Subsidiary of the Company, or the making by the Company or any
Significant Subsidiary of the Company of an assignment for the benefit of
creditors, or the taking of corporate action by the Company or any
Significant Subsidiary of the Company in furtherance of any such action;
or




     (7) default in the delivery of any shares of Common Stock, together
with cash in lieu of fractional shares, or any other securities or
property (including cash) when required to be delivered upon conversion
of any convertible Security of such series or upon the exchange of any
Security of such series which is exchangeable for other securities or
property, and continuance of such default for a period of 10 days; or




     (8) any other Event of Default provided in or pursuant to this
Indenture with respect to Securities of such series.





		
	     Section 502. 	Acceleration of Maturity; Rescission and Annulment.





     If an Event of Default (other than an Event of Default specified in clause
(5) or (6) of Section 501) with respect to Securities of any series occurs and
is continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such series may
declare the principal of all the Securities of such series, or such



41









 







lesser amount as may be provided for in the Securities of such series, and
accrued and unpaid interest, if any, thereon to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the
Holders), and upon any such declaration such principal or such lesser amount,
as the case may be, and such accrued and unpaid interest shall become
immediately due and payable. If an Event of Default specified in
clause (5) or (6) of Section 501 with respect to the Securities of
any series occurs, then the principal of all of the Securities of
such series, or such lesser amount as may be provided for in the
Securities of such series, and accrued and unpaid interest, if any,
thereon shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the
Trustee or any Holder of the Securities of such series.



     At any time after Securities of any series have been accelerated and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
such series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if




     (1) the Company has paid or deposited with the Trustee a sum of
money sufficient to pay (or, to the extent that the terms of the
Securities of such series established pursuant to Section 301 expressly
provide for payment to be made in shares of Common Stock or other
securities or property, shares of Common Stock or other securities or
property, together with cash in lieu of fractional shares or securities,
sufficient to pay)




     (a) all overdue installments of any interest on any Securities
of such series and any Coupons appertaining thereto which have
become due otherwise than by such declaration of acceleration and
any Additional Amounts with respect thereto,




     (b) the principal of and any premium on any Securities of such
series which have become due otherwise than by such declaration of
acceleration and any Additional Amounts with respect thereto and,
to the extent permitted by applicable law, interest thereon at the
rate or respective rates, as the case may be, provided for in or
with respect to such Securities, or, if no such rate or rates are
so provided, at the rate or respective rates, as the case may be,
of interest borne by such Securities,




     (c) to the extent permitted by applicable law, interest upon
installments of any interest, if any, which have become due
otherwise than by such declaration of acceleration and any
Additional Amounts with respect thereto at the rate or respective
rates, as the case may be, provided for in or with respect to such
Securities, or, if no such rate or rates are so provided, at the
rate or respective rates, as the case may be, of interest borne by
such Securities, and




     (d) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and all other amounts due the
Trustee under Section 606; and




     (2) all Events of Default with respect to Securities of such series
other than the non-payment of the principal of, any premium and interest
on, and any Additional Amounts with respect to Securities of such series
which shall have become due solely by



42









 






such declaration of acceleration, shall have been cured or waived as
provided in Section 513.


No such rescission shall affect any subsequent default or impair any right consequent thereon.






		
	      Section 503. 	Collection of Indebtedness and Suits for Enforcement by Trustee.





     The Company covenants that if:




     (1) default is made in the payment of any interest on, or any
Additional Amounts payable in respect of any interest on, any Security or
any Coupon appertaining thereto when such interest or Additional Amounts,
as the case may be, shall have become due and payable and such default
continues for a period of 30 days, or




     (2) default is made in the payment of any principal of or premium,
if any, on, or any Additional Amounts payable in respect of any principal
of or premium, if any, on, any Security at its Maturity, or




     (3) default is made in the deposit of any sinking fund payment when
due,


the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent permitted by applicable law, upon any overdue
installments of interest and Additional Amounts at the rate or respective
rates, as the case may be, provided for or with respect to such Securities or,
if no such rate or rates are so provided, at the rate or respective rates, as
the case may be, of interest borne by such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 606.




     If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the money so due and unpaid, and
may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Securities and any
Coupons appertaining thereto and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities and any Coupons appertaining thereto,
wherever situated.



     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.



43









 







		
	     Section 504. 	Trustee May File Proofs of Claim.







		
	 	     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,






     (1) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Securities of such series, of the
principal and any premium, interest and Additional Amounts owing and
unpaid in respect of the Securities and any Coupons appertaining thereto
and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents or counsel) and of the Holders of Securities or
any Coupons allowed in such judicial proceeding, and




     (2) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 606.




     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Security or any Coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or Coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or any Coupon in any such proceeding.





		
	     Section 505. 	Trustee May Enforce Claims without Possession of Securities
or Coupons.





     All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security or Coupon in respect of which such judgment has been recovered.



44









 







		
	      Section 506. 	Application of Money Collected.





     Any money collected by the Trustee pursuant to this Article with respect
to the Securities of any series shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, or any premium, interest or Additional Amounts,
upon presentation of such Securities or the Coupons, if any, appertaining
thereto, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:




     FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 606;




     SECOND: To the payment of the amounts then due and unpaid upon the
Securities and any Coupons for principal and any premium, interest and
Additional Amounts in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any
kind, according to the aggregate amounts due and payable on such
Securities and Coupons for principal and any premium, interest and
Additional Amounts;




     THIRD: The balance, if any, to the Person or Persons entitled thereto.





		
	     Section 507. 	Limitations on Suits.





     No Holder of any Security of any series or any Coupons appertaining
thereto shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless




     (1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of such
series;




     (2) the Holders of not less than 25% in aggregate principal amount
of the Outstanding Securities of such series shall have made written
request to the Trustee to institute proceedings in respect of such Event
of Default in its own name as Trustee hereunder;




     (3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;




     (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and




     (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of such
series;


it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any


45









 






other series, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.






		
	     Section 508. 	Unconditional Right of Holders to Receive Principal and any
Premium, Interest and Additional Amounts.





     Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of, any premium, if any, and (subject to
Sections 305 and 307) interest, if any, on and any Additional Amounts with
respect to such Security or such Coupon, as the case may be, on the respective
Stated Maturity or Maturities therefor specified in such Security or Coupon
(or, in the case of redemption, on the Redemption Date or, in the case of
repayment pursuant to Article Thirteen hereof at the option of such Holder if
provided in or pursuant to this Indenture, on the date such repayment is due)
and, in the case of any Security which is convertible into or exchangeable for
other securities or property, to convert or exchange, as the case may be, such
Security in accordance with its terms, and to institute suit for the
enforcement of any such payment and any such right to convert or exchange, and
such right shall not be impaired without the consent of such Holder.





		
	     Section 509. 	Restoration of Rights and Remedies.





     If the Trustee or any Holder of a Security or a Coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.





		
	      Section 510. 	Rights and Remedies Cumulative.





     To the extent permitted by applicable law and except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or Coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to each and every
Holder of a Security or a Coupon is intended to be exclusive of any other right
or remedy, and every right and remedy, to the extent permitted by law, shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not, to the
extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy.





		
	     Section 511. 	Delay or Omission Not Waiver.





     No delay or omission of the Trustee or of any Holder of any Security or
Coupon to exercise any right or remedy accruing upon any Event of Default
shall, to the extent permitted by applicable law, impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to



46









 







the Trustee or to any Holder of a Security or a Coupon may, to the extent
permitted by applicable law, be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by such Holder, as the case may be.





		
	      Section 512. 	Control by Holders of Securities.





     The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series and any Coupons appertaining thereto, provided that




     (1) such direction shall not be in conflict with any rule of law or
with this Indenture or with the Securities of any series,




     (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and




     (3) such direction is not unduly prejudicial to the rights of the
other Holders of Securities of such series not joining in such action.





		
	      Section 513. 	Waiver of Past Defaults.





     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except




     (1) a default in the payment of the principal of, any premium or
interest on, or any Additional Amounts with respect to, any Security of
such series or any Coupons appertaining thereto, or




     (2) in the case of any Securities which are convertible into or
exchangeable for Common Stock or other securities or property, a default
in any such conversion or exchange, or




     (3) a default in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.



     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.





		
	      Section 514. 	Waiver of Usury, Stay or Extension Laws.





     The Company covenants that (to the extent that it may lawfully do so) it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or any other law wherever enacted, now or at any time hereafter in force, which
would prohibit or forgive the Company from paying all or any



47









 







portion of the principal of or premium, if any, or interest, if any on or
Additional Amounts, if any, with respect to any Securities as contemplated
herein and therein or which may affect the covenants or the performance of this
Indenture or the Securities; and the Company (to the extent that it may
lawfully do so) expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee or the Holders, but will suffer and permit the
execution of every such power as though no such law had been enacted.





		
	      Section 515. 	Undertaking for Costs.





     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
any undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
disbursements, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 515 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on or Additional Amounts, if any, with respect to any
Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date, and,
in the case of repayment at the option of the Holder pursuant to Article
Thirteen hereof, on or after the date for repayment) or for the enforcement of
the right, if any, to convert or exchange any Security into Common Stock or
other securities in accordance with its terms.



ARTICLE SIX




THE TRUSTEE






		
	      Section 601. 	Certain Rights of Trustee.





     Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:




     (1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the
proper party or parties;




     (2) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or a Company Order (in
each case, other than delivery of any Security, together with any Coupons
appertaining thereto, to the Trustee for authentication and delivery
pursuant to Section 303 which shall be



48









 






sufficiently evidenced as provided therein) and any resolution of
the Board of Directors may be sufficiently evidenced by a Board
Resolution;




     (3) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence shall be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers’ Certificate;




     (4) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;




     (5) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by or pursuant to this Indenture at the
request or direction of any of the Holders of Securities of any series or
any Coupons appertaining thereto pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;




     (6) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, coupon or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to
examine, during business hours and upon reasonable notice, the books,
records and premises of the Company, personally or by agent or attorney;
and




     (7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care
by it hereunder.





		
	      Section 602. 	Notice of Defaults.





     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 703(3), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if
any), or interest, if any, on, or Additional Amounts or any sinking fund
installment with respect to, any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the best interest of the Holders of Securities and Coupons of such
series; and provided, further, that in the case of any default of the character
specified in Section 501(4) or 501(8) with



49









 







respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term “default” means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.





		
	      Section 603. 	Not Responsible for Recitals or Issuance of Securities.





     The recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.





		
	      Section 604. 	May Hold Securities.





     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.





		
	      Section 605. 	Money Held in Trust.





     Except as provided in Section 403 and Section 1003, money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.





		
	      Section 606. 	Compensation and Reimbursement.





     The Company agrees:




     (1) to pay to the Trustee from time to time reasonable compensation
for all services rendered by the Trustee hereunder (which compensation
shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to the Trustee’s
negligence or bad faith; and



50









 






     (3) to indemnify the Trustee and its agents for, and to hold them
harmless against, any loss, liability or reasonable expense (including,
without limitation, the reasonable fees and disbursements of the
Trustee’s agents, legal counsel, accountants and experts) incurred
without negligence or bad faith on their part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise
or performance of any of their powers or duties hereunder, except to the
extent that any such loss, liability or expense was due to the Trustee’s
negligence or bad faith.



     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, or premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.



     Any compensation or expense incurred by the Trustee after a default
specified by Section 501(5) or (6) is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law.
“Trustee” for purposes of this Section 606 shall include any predecessor
Trustee but the negligence or bad faith of any Trustee shall not affect the
rights of any other Trustee under this Section 606. The provisions of this
Section 606 shall, to the extent permitted by law, survive any termination of
this Indenture (including, without limitation, termination pursuant to any
Bankruptcy Laws) and the resignation or removal of the Trustee.





		
	      Section 607. 	Corporate Trustee Required; Eligibility.





     (1) There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, eligible under Section 310(a)(1)
of the Trust Indenture Act to act as trustee under an indenture qualified under
the Trust Indenture Act and that has a combined capital and surplus (computed
in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by Federal or state
authority. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.



     (2) The following indenture shall be considered specifically described
herein for purposes of clause (i) of the proviso contained in Section 310(b)(1)
of the Trust Indenture Act: [Indenture dated as of    between the
Company and    , as successor trustee]; and, pursuant to Section
310(b)(1)(C)(i) of the Trust Indenture Act, unless otherwise ordered by the
Commission, an event of default by the Company under this Indenture will not
disqualify the Trustee under this Indenture because it is a trustee under such
other indenture.



51









 







		
	      Section 608. 	Resignation and Removal; Appointment of Successor.





     (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee pursuant to Section 609.



     (2) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to such series.



     (3) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and the
Company.



     (4) If at any time:




     (a) the Trustee shall fail to comply with the obligations imposed
upon it under Section 310(b) of the Trust Indenture Act with respect to
Securities of any series after written request therefor by the Company or
any Holder of a Security of such series who has been a bona fide Holder
of a Security of such series for at least six months, or




     (b) the Trustee shall cease to be eligible under Section 607 and
shall fail to resign after written request therefor by the Company or any
such Holder, or




     (c) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,


then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any
Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities of such series and the
appointment of a successor Trustee or Trustees.




     (5) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 609. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall



52









 







be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 609, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities and
accepted appointment in the manner required by Section 609, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.



     (6) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United
States. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.





		
	      Section 609. 	Acceptance of Appointment by Successor.





     (1) Upon the appointment hereunder of any successor Trustee with respect
to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties hereunder of the retiring Trustee; but, on the
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges, shall execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and, subject to Section 1003, shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section
606.



     (2) Upon the appointment hereunder of any successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or



53









 







change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any notice given to,
or received by, or any act or failure to act on the part of any other Trustee
hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth,
and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or such successor Trustee, such retiring Trustee, upon payment of its charges
with respect to the Securities of that or those series to which the appointment
of such successor relates and subject to Section 1003 shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, subject to its claim,
if any, provided for in Section 606.



     (3) Upon request of any Person appointed hereunder as a successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (1) or (2) of this Section, as the case may be.



     (4) No Person shall accept its appointment hereunder as a successor
Trustee unless at the time of such acceptance such successor Person shall be
qualified and eligible under this Article.





		
	     Section 610. 	Merger, Conversion, Consolidation or Succession to Business.





     Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder
(provided that such Corporation shall otherwise be qualified and eligible under
this Article), without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Securities shall have
been authenticated but not delivered by the Trustee then in office, any such
successor to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. In case any
Securities shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities in either
its own name or that of its predecessor Trustee.




54










 





     Section 611. Appointment of Authenticating Agent.



     The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue, exchange, registration of transfer,
partial redemption, partial repayment, partial conversion or exchange for
Common Stock or other securities or property, or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.



     Each Authenticating Agent shall be acceptable to the Company and, except
as provided in or pursuant to this Indenture, shall at all times be a
Corporation that would be permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect specified in this Section.



     Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such
Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders
of Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.



55









 





     The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.



     The provisions of Sections 308, 603 and 604 shall be applicable to each
Authenticating Agent.



     If an Authenticating Agent is appointed with respect to one or more series
of Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the
following form:



     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.



	 	 	 
	 
	 	 
	

	 	                                                                                               ,
	

	 	As Trustee







	 	 	 	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	As Authenticating Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Authorized Signatory







     If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers’ Certificate of the Company), shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.



ARTICLE SEVEN




HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY




     Section 701. Company to Furnish Trustee Names and Addresses of Holders.



     In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee



56









 






     (1) semi-annually with respect to Securities of each series not
later than                    
and                    of the year or upon such other dates as
are set forth in or pursuant to the Board Resolution or indenture
supplemental hereto authorizing such series, a list, in each case in such
form as the Trustee may reasonably require, of the names and addresses of
Holders as of the applicable date, and




     (2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior
to the time such list is furnished,


provided, however, that so long as the Trustee is the Security Registrar no
such list shall be required to be furnished.




     Section 702. Preservation of Information; Communications to Holders.



     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.



     Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312(c) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.



     Section 703. Reports by Trustee.



     (1) Within 60 days after May 15 of each year commencing with the first May
15 following the first issuance of Securities pursuant to Section 301, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Sections 313(a) and 313(b)(2) which may have occurred since the later of the
immediately preceding May 15 and the date of this Indenture.



     (2) The Trustee shall transmit the reports required by Section 313(a) of
the Trust Indenture Act at the times specified therein.



     (3) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act.



     Section 704. Reports by Company.



     The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:




     (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the



57









 






Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is
not required to file information, documents or reports pursuant to either
of said Sections, then it shall file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by
the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;




     (2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to
compliance by the Company, with the conditions and covenants of this
Indenture as may be required from time to time by such rules and
regulations; and




     (3) transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (1)
and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.



ARTICLE EIGHT




CONSOLIDATION, MERGER AND SALES




     Section 801. Company May Consolidate, Etc., Only on Certain Terms.



     The Company shall not, in any transaction or series of related
transactions, consolidate with or merge into any Person or sell, assign,
transfer, lease or otherwise convey all or substantially all its properties and
assets to any Person, unless:




     (1) either (A) the Company shall be the continuing Person (in the
case of a merger), or (B) the successor Person (if other than the
Company) formed by such consolidation or into which the Company is merged
or which acquires by sale, assignment, transfer, lease or other
conveyance all or substantially all the properties and assets of the
Company shall be a corporation organized and existing under the laws of
the United States of America, any state thereof or the District of
Columbia and shall expressly assume, by an indenture (or indentures, if
at such time there is more than one Trustee) supplemental hereto,
executed by such successor corporation and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the
principal of, any premium and interest on, and any Additional Amounts
with respect to, all the Outstanding Securities and the due and punctual
performance and observance of every obligation in this Indenture and the
Outstanding Securities on the part of the Company to be performed or
observed, and which supplemental indenture shall provide



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for conversion or exchange rights in accordance with the provisions
of the Securities of any series that are convertible or exchangeable into
Common Stock or other securities;




     (2) immediately after giving effect to such transaction and treating
any indebtedness that becomes an obligation of the Company or any
Subsidiary as a result of that transaction as having been incurred by the
Company or any Subsidiary at the time of the transaction, no Event of
Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing;
and




     (3) either the Company or the successor Person shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, sale, assignment, transfer,
lease or other conveyance and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with
this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.



     For purposes of the foregoing, any sale, assignment, transfer, lease or
other conveyance of all or any of the properties and assets of one or more
Subsidiaries of the Company (other than to the Company or another Subsidiary),
which, if such properties and assets were owned by the Company, would
constitute all or substantially all of the Company’s properties and assets,
shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.



     Section 802. Successor Person Substituted for Company.



     Upon any consolidation by the Company with or merger of the Company into
any other Person or any sale, assignment, transfer, lease or conveyance of all
or substantially all of the properties and assets of the Company to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease or other conveyance is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein; and thereafter, except in the case of a lease, the
predecessor Person shall be released from all obligations and covenants under
this Indenture, the Securities and the Coupons.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




     Section 901. Supplemental Indentures without Consent of Holders.



     Without the consent of any Holders of Securities or Coupons, the Company
(when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:



59









 






     (1) to evidence the succession of another Person to the Company, and
the assumption by any such successor of the covenants of the Company
contained herein and in the Securities or to evidence the addition or
release of any guarantor; or




     (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (as shall be specified in such
supplemental indenture or indentures) or to surrender any right or power
herein conferred upon the Company with respect to all or any series of
Securities issued under this Indenture (as shall be specified in such
supplemental indenture or indentures); or




     (3) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of, any
premium or interest on or any Additional Amounts with respect to
Securities, to permit Bearer Securities to be issued in exchange for
Registered Securities, to permit Bearer Securities to be exchanged for
Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated or global form,
provided any such action shall not adversely affect the interests of the
Holders of Securities of any series or any Coupons appertaining thereto;
or




     (4) to establish the form or terms of Securities of any series and
any Coupons appertaining thereto as permitted by Sections 201 and 301,
including, without limitation, any conversion or exchange provisions
applicable to Securities which are convertible into or exchangeable for
other securities or property, and any deletions from or additions or
changes to this Indenture in connection therewith (provided that any such
deletions, additions and changes shall not be applicable to any other
series of Securities then Outstanding); or




     (5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 609; or




     (6) to cure any ambiguity or to correct or supplement any provision
herein which may be defective or which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture which shall not adversely
affect the interests of the Holders of Securities of any series then
Outstanding or any Coupons appertaining thereto in any material respect;
or




     (7) to add any additional Events of Default with respect to all or
any series of Securities (as shall be specified in such supplemental
indenture); or




     (8) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance,
covenant defeasance and/or satisfaction and discharge of any series of
Securities pursuant to Article Four, provided that any such action shall
not adversely affect the interests of any Holder of a Security of



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such series and any Coupons appertaining thereto or any other
Security or Coupon in any material respect; or



     (9) to secure or otherwise or to add guarantees for the benefit of
the Securities; or



     (10) to make provisions with respect to conversion or exchange
rights of Holders of Securities of any series; or



     (11) to
amend, supplement or eliminate any provision contained herein or in any
supplemental indenture or in any Securities (which amendment or
supplement may apply to one or more series of Securities or to one or
more Securities within any series as specified in such supplemental
indenture or indentures), provided that such amendment,
supplement or elimination does
not apply to any Outstanding Security issued prior to the date of such
supplemental indenture and entitled to the benefits of such provision; or



     (12) in the case of any series of Securities which are convertible
into or exchangeable for Common Stock or other securities or property, to
safeguard or provide for the conversion or exchange rights, as the case
may be, of such Securities in the event of any reclassification or change
of outstanding shares of Common Stock or any merger, consolidation,
statutory share exchange or combination of the Company with or into
another Person or any sale, lease, assignment, transfer, disposition or
other conveyance of all or substantially all of the properties and assets
of the Company to any other Person or other similar transactions, if
expressly required by the terms of such series of Securities established
pursuant to Section 301; or



     (13) to add to, delete from or revise the conditions, limitations or
restrictions on issue, authentication and delivery of Securities; or



     (14) to conform any provision in an indenture to the requirements of
the Trust Indenture Act; or



     (15) to make any change that does not adversely affect the legal
rights of any Holder of Securities of any series.



     Section 902. Supplemental Indentures with Consent of Holders.



     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Board Resolution),
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of the Securities of
such series or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, that no such
supplemental indenture, without the consent of the Holder of each Outstanding
Security affected thereby, shall



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     (1) change the Stated Maturity of the principal of, or premium, if
any, or any installment of interest, if any, on, or any Additional
Amounts, if any, with respect to, any Security, or reduce the principal
amount thereof or the premium, if any, thereon or the rate (or modify the
calculation of such rate) of interest thereon, or reduce the amount
payable upon redemption thereof at the option of the Company or repayment
thereof at the option of the Holder, or reduce any Additional Amounts
payable with respect thereto, or change the obligation of the Company to
pay Additional Amounts pursuant to Section 1004 (except as contemplated
by Section 801(1) and permitted by Section 901(1)), or reduce the amount
of the principal of any Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect the right of
repayment at the option of any Holder as contemplated by Article
Thirteen, or extend the time of payment of interest on any Security or
any Additional Amounts, or change any of the conversion, exchange or
redemption provisions of any Security or change the Place of Payment
where or the Currency in which the principal of, any premium or interest
on, or any Additional Amounts with respect to any Security is payable, or
impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date or, in the case of repayment
pursuant to Article Thirteen at the option of the Holder, on or after the
date for repayment) in each case as such Stated Maturity, Redemption Date
or date for repayment may, if applicable, be extended in accordance with
the terms of such Security or any Coupon appertaining thereto, or in the
case of any Security which is convertible into or exchangeable for other
securities or property, impair the right to institute suit to enforce the
right to convert or exchange such Security in accordance with its terms
or release any guarantors from their guarantees of the Securities, or,
except as contemplated in any supplemental indenture, make any change in
a guarantee of a Security that would adversely affect the interests of
the Holders of those Securities, or




     (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided
for in Section 513 or 1010 of this Indenture, or reduce the requirements
of Section 1504 for quorum or voting, or




     (3) modify any of the provisions of this Section, Section 513 or
Section 1010, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby.



     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.



62









 





     Anything in this Indenture to the contrary notwithstanding, if more than
one series of Securities is Outstanding, the Company shall be entitled to enter
into a supplemental indenture under this Section 902 with respect to any one or
more series of Outstanding Securities without entering into a supplemental
indenture with respect to any other series of Outstanding Securities.



     It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.



     Section 903. Execution of Supplemental Indentures.



     As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Sections 315(a) through 315(d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel to the effect that the execution of such
supplemental indenture is authorized or permitted by this Indenture and that
such supplemental indenture has been duly authorized, executed and delivered
by, and is a valid, binding and enforceable obligation of, the Company, subject
to customary exceptions. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.



     Section 904. Effect of Supplemental Indentures.



     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of a Security theretofore or thereafter authenticated and delivered
hereunder and of any Coupon appertaining thereto shall be bound thereby.



     Section 905. Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.



     Section 906. Conformity with Trust Indenture Act.



     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.



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ARTICLE TEN




COVENANTS




     Section 1001. Payment of Principal, Premium, Interest and Additional
Amounts.



     The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series, whether payable in cash, shares of Common Stock or
other securities or property, in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.



     Section 1002. Maintenance of Office or Agency.



     The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served; provided that, if (i) the
Borough of Manhattan, The City of New York is a Place of Payment for the
Securities of any series, (ii) there shall be another Place of Payment in the
United States of America for such Securities in addition to the Borough of
Manhattan, The City of New York, and (iii) all Securities of such series are
originally issued solely in the form of one or more permanent global
Securities, then the Company shall not be required to maintain any such office
or agency in the Borough of Manhattan, The City of New York unless and until
all or any portion of such global Securities shall be exchanged for or
otherwise issued as definitive certificated Securities of such series as
contemplated by the last paragraph of this Section 1002. If Securities of a
series are issuable as Bearer Securities, the Company shall maintain, subject
to any laws or regulations applicable thereto, an Office or Agency in a Place
of Payment for such series which is located outside the United States where
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on the London Stock Exchange or the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock
exchange shall so require, the Company shall maintain a Paying Agent in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such Office or Agency. If at any
time the Company shall fail to maintain any such required Office or Agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment at
the place specified for the purpose with respect to such Securities as



64









 







provided in or pursuant to this Indenture, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.



     Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in
Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at the Corporate Trust
Office of the Trustee or any Office or Agency designated by the Company in the
Borough of Manhattan, The City of New York, if (but only if) payment of the
full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.



     The Company may also from time to time designate one or more other Offices
or Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an Office or
Agency in each Place of Payment for Securities of any series for such purposes.
The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
Office or Agency.



     Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates the Borough of Manhattan, the City of New York as a Place of
Payment for each series of Securities, initially appoints the Corporate Trust
Office of the Trustee in the Borough of Manhattan, The City of New York as the
Company’s Office or Agency in the Borough of Manhattan, The City of New York
for such purpose and initially appoints the Trustee as the Security Registrar
for each series of Securities and, if the Securities of any series are
convertible into or exchangeable for Common Stock or other securities or
property, initially appoints the Trustee as conversion or exchange agent, as
the case may be, for the Securities of such series. The Company may
subsequently appoint a different Office or Agency in the Borough of Manhattan,
The City of New York and, as provided in Section 305, may remove and replace
from time to time the Security Registrar.



     As set forth above in this Section 1002, and unless otherwise provided
pursuant to Section 301 with respect to any series of Securities, in the event
that the Securities of a series are originally issued solely in the form of one
or more permanent global Securities and if at any time thereafter Securities of
such series are issued in definitive certificated form in exchange for all or
any portion of such global Securities (whether pursuant to Section 305 or
otherwise pursuant to the terms of such Securities), the Company shall, at all
times from and after the date of the first such exchange until such time as no
Securities of such series in definitive certificated form are Outstanding,
establish and maintain an Office or Agency in the Borough of Manhattan, The
City of New York (in addition to any other Offices or Agencies the Company is
required to maintain in respect of such Securities) where Securities of such
series may be surrendered and where



65









 







notices and demands in respect of Securities of such series and this
Indenture may be served for the purposes specified in, and as contemplated by,
the first paragraph of this Section 1002.



     Section 1003. Money for Securities Payments to Be Held in Trust.



     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on, or any Additional Amounts with
respect to any of the Securities of such series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum in the Currency or
Currencies in which the Securities of such series are payable sufficient to pay
the principal, any premium, interest and Additional Amounts, as the case may
be, so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its
action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series
of Securities, it shall, on or prior to each due date of the principal of, or
any premium or interest on or any Additional Amounts with respect to, any
Securities of such series, deposit with any Paying Agent a sum (in the Currency
or Currencies described in the preceding paragraph) sufficient to pay the
principal, premium, interest and Additional Amounts, as the case may be, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.



     The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent shall:




     (1) hold all sums held by it for the payment of the principal of,
any premium or interest on or any Additional Amounts with respect to
Securities of such series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as provided in or pursuant to this Indenture;




     (2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of such series) in the making of any
payment of principal, any premium or interest on or any Additional
Amounts with respect to the Securities of such series; and




     (3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.



     To the extent that the terms of any Securities established pursuant to Section
301 provide that any principal of, or premium or interest, if any, on or any
Additional Amounts with respect to any such Securities is or may be payable in
Common Stock or other securities or property, then the provisions of this
Section 1003 shall apply, mutatis mutandis, to such Common Stock or other
securities or property.




66










 





     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same terms as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
sums.



     Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or such premium or interest or Additional Amount shall have become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security or any Coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may, not later than 30 days after the Company’s
request for such repayment, at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment for such series or to
be mailed to Holders of Registered Securities of such series, or both, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication or
mailing nor shall it be earlier than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the
Company.



     Section 1004. Additional Amounts.



     If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Securities or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.



     Except as otherwise provided in or pursuant to this Indenture or the
Securities of any series, if the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest Payment
Date with respect to such series of Securities (or if the Securities of such
series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned



67









 




Officers’ Certificate, the Company shall furnish to the Trustee and the
Paying Agent or Paying Agents, if other than the Trustee, an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and premium, if any, or interest, if any,
on the Securities of such series shall be made to Holders of Securities of such
series or the Coupons appertaining thereto who are United States Aliens without
withholding or deduction for or on account of any tax, assessment or other
governmental charge described in the Securities of such series or pursuant to
Section 301 with respect to the Securities of such series. If any such
withholding or deduction shall be required, then such Officers’ Certificate
shall specify by country the amount, if any, required to be withheld on or
deducted from such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section. Nothing in this Section 1004 or elsewhere in this
Indenture shall limit the obligation of the Company to pay Additional Amounts
with respect to the Securities of any series pursuant to the terms, if any,
established pursuant to Section 301 with respect to the Securities of such
series.




     Section 1005. Corporate Existence.



     Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) the
corporate existence of the Company, (ii) the existence (corporate or other) of
each Significant Subsidiary of the Company and (iii) the rights (charter and
statutory), licenses and franchises of the Company and each of its Significant
Subsidiaries; provided, however, that the Company shall not be required to
preserve the existence (corporate or other) of any of its Significant
Subsidiaries or any such right, license or franchise of the Company or any of
its Significant Subsidiaries if the Board of Directors of the Company
determines that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Significant Subsidiaries taken as a
whole and that the loss thereof will not be disadvantageous in any material
respect to the Holders.



     Section 1006. Maintenance of Properties.



     The Company will, and will cause each Significant Subsidiary to, cause all
its properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any
Significant Subsidiary from discontinuing the operation and maintenance of any
of their respective properties if such discontinuance is, in the judgment of
the Board of Directors of the Company or of any Significant Subsidiary, as the
case may be, desirable in the conduct of its business.



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     Section 1007. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1002 to 1006, inclusive, with
respect to the Securities of any series and, if expressly provided pursuant to
Section 301(18), any additional covenants applicable to the Securities of such
series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series, by
Act of such Holders, either shall waive such compliance in such instance or
generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.



     Section 1008. Company Statement as to Compliance.



     The Company shall deliver to the Trustee, within 180 days after the end of
each fiscal year, a written statement (which need not be contained in or
accompanied by an Officers’ Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating whether or not, to the best of his or her knowledge, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to notice
requirements or periods of grace) and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which he or
she may have knowledge.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




     Section 1101. Applicability of Article.



     Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.



     Section 1102. Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and, in the event that the Company shall determine
that the Securities of any series to be redeemed shall be selected from
Securities of such series having the same issue date, interest rate or interest
rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the
Company shall notify the Trustee of such Equivalent Terms.



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     In the case of any redemption of Securities (A) prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (B) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate evidencing compliance with such restriction or condition.



     Section 1103. Selection by Trustee of Securities to be Redeemed.



     If less than all of the Securities of any series are to be redeemed or if
less than all of the Securities of any series with Equivalent Terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series or from the Outstanding Securities of such series
with Equivalent Terms, as the case may be, not previously called for
redemption, by lot or such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal amount of Registered Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Security of such series not redeemed to less than the
minimum denomination for a Security of such series established herein or
pursuant hereto.



     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the
principal amount thereof to be redeemed.



     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal of such Securities which has been or is to be redeemed.



     Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities or property in part
before termination of the conversion or exchange right with respect to the
portion of the Security so selected, the converted or exchanged portion of such
Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted or exchanged during a
selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.



     Section 1104. Notice of Redemption.



     Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portions thereof.



     Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.



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     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Security or Securities to be
redeemed,




     (4) that, in case any Security is to be redeemed in part only, on
and after the Redemption Date, upon surrender of such Security, the
Holder of such Security will receive, without charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed,




     (5) that, on the Redemption Date, the Redemption Price shall become
due and payable upon each such Security or portion thereof to be
redeemed, together (if applicable) with accrued and unpaid interest, if
any, thereon (subject, if applicable, to the provisos to the first
paragraph of Section 1106), and, if applicable, that interest thereon
shall cease to accrue on and after said date,




     (6) the place or places where such Securities, together (in the case
of Bearer Securities) with all Coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be surrendered for payment of
the Redemption Price and any accrued interest and Additional Amounts
pertaining thereto,




     (7) that the redemption is for a sinking fund, if such is the case,




     (8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be
accompanied by all Coupons maturing subsequent to the date fixed for
redemption or the amount of any such missing Coupon or Coupons will be
deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee and any Paying Agent is
furnished,




     (9) if Bearer Securities of any series are to be redeemed and any
Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject
to redemption on the Redemption Date pursuant to Section 305 or
otherwise, the last date, as determined by the Company, on which such
exchanges may be made,




     (10) in the case of Securities of any series that are convertible or
exchangeable into Common Stock or other securities or property, the then
current conversion or exchange price or rate, the date or dates on which
the right to convert or exchange the principal of the Securities of such
series to be redeemed will commence or terminate, as applicable, and the
place or places where and the Persons to whom such Securities may be
surrendered for conversion or exchange,



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     (11) the CUSIP number or the Euroclear or the Cedel reference
numbers of such Securities, if any (or any other numbers used by a
Depository to identify such Securities), and




     (12) if the Redemption Price or any portion thereof shall be
payable, at the option of the Company or any Holders, in cash or in
Common Stock or other securities or property (or a combination thereof),
a statement as to whether the Company has elected to pay the Redemption
Price in cash or Common Stock or other securities or property or a
combination thereof and, if applicable, the portion of the Redemption
Price that is to be paid in cash, Common Stock or other securities or
property.



     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.



     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company.



     Section 1105. Deposit of Redemption Price.



     On or prior to noon (local time in New York City) on any Redemption Date,
the Company shall deposit, with respect to the Securities of any series called
for redemption pursuant to Section 1104, with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the applicable
Currency sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date, unless otherwise specified
pursuant to Section 301 for or in the Securities of such series) any accrued
interest on and Additional Amounts with respect to, all such Securities or
portions thereof which are to be redeemed on that date, except that, if the
Securities of such series are convertible or exchangeable into Common Stock or
other securities or property, no such deposit shall be required with respect to
any such Securities (or portions thereof) which have been converted or
exchanged prior to such Redemption Date.



     Section 1106. Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed (except, in the case of Securities which are convertible or
exchangeable into Common Stock or other securities or property, any such
Securities which shall have been so converted or exchanged prior to the
applicable Redemption Date) shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, together with (unless
otherwise provided with respect to the Securities of such series pursuant to
Section 301) accrued and unpaid interest, if any, thereon and from and after
such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest, if any) such Securities shall cease to bear
interest and the Coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all Coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price,



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together with, unless otherwise provided in or pursuant to this Indenture,
any accrued and unpaid interest thereon and Additional Amounts with respect
thereto to but excluding the Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section
1002), and provided, further, that, except as otherwise specified in or
pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the Regular Record Dates therefor according to their terms
and the provisions of Section 307.




     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price or, at the option of the
Company, after payment to the Trustee for the benefit of the Company of, an
amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing Coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that any interest or Additional Amounts
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such Security located outside of the
United States except as otherwise provided in Section 1002.



     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium, until paid, shall bear
interest from the Redemption Date at the rate prescribed therefor in the
Security or, if no rate is prescribed therefor in the Security, at the rate of
interest, if any, borne by such Security.



     Section 1107. Securities Redeemed in Part.



     Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Registered Security or Securities
of the same series, containing identical terms and provisions, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Security in global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to
the Depository for such Security in global form as shall be specified in the
Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in



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exchange for the unredeemed portion of the principal of the Security in
global form so surrendered.




ARTICLE TWELVE




SINKING FUNDS




     Section 1201. Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series that by its terms provides for such a
sinking fund, except as otherwise permitted or required in or pursuant to this
Indenture or any Security of such series issued pursuant to this Indenture.



     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series and this Indenture.



     Section 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly. If as a result of the delivery or credit of Securities
of any series in lieu of cash payments pursuant to this Section 1202, the
principal amount of Securities of such series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however,
that the Trustee or such Paying Agent shall at the request of the Company from
time to time pay over and deliver to the Company any cash payment so being held
by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Securities of that series purchased by the



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Company having an unpaid principal amount equal to the cash payment
requested to be released to the Company.




     Section 1203. Redemption of Securities for Sinking Fund.



     Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment,
and will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers’ Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.



ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS




     Section 1301. Applicability of Article.



     Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount
of Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 1301, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the applicable repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price
of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.



     Unless otherwise expressly stated in this Indenture or pursuant to Section
301 with respect to the Securities of any series or unless the context
otherwise requires, all references in this Indenture to the repayment of
Securities at the option of the Holders thereof (and all



75









 




references of like import) shall be deemed to include a reference to the
repurchase of Securities at the option of the Holders thereof.




ARTICLE FOURTEEN




SECURITIES IN FOREIGN CURRENCIES




     Section 1401. Applicability of Article.



     Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency or (ii)
any distribution to Holders of Securities of any series in which not all of
such Securities are denominated in the same Currency, in the absence of any
provision to the contrary in or pursuant to this Indenture or the Securities of
such series, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action, determination or
distribution as that amount of Dollars that could be obtained for such amount
on such reasonable basis of exchange and as of the record date with respect to
Registered Securities of such series (if any) for such action, determination or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such distribution) as the Company may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.



ARTICLE FIFTEEN




MEETINGS OF HOLDERS OF SECURITIES




     Section 1501. Purposes for Which Meetings May Be Called.



     A meeting of Holders of Securities of any series may be called at any time
and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.



     Section 1502. Call, Notice and Place of Meetings.



     (1) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1501, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or, if
Securities of such series have been issued in whole or in part as Bearer
Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 106, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.



     (2) In case at any time the Company (by or pursuant to a Board Resolution)
or the Holders of at least 10% in principal amount of the Outstanding
Securities of any series shall have



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requested the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of or made the first
publication of the notice of such meeting within 21 days after receipt of such
request (whichever shall be required pursuant to Section 106) or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or, if Securities of such series
are to be issued as Bearer Securities, in London for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in clause
(1) of this Section.




     Section 1503. Persons Entitled to Vote at Meetings.



     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.



     Section 1504. Quorum; Action.



     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting or
duly reconvened meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the
Holders of at least 66-2/3% in principal amount of the Outstanding Securities
of a series, the Persons entitled to vote 66-2/3% in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1502(1), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.



     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent,



77









 




waiver or other Act which this Indenture expressly provides may be made,
given or taken by the Holders of at least 66-2/3% in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly convened and at which a quorum is present as aforesaid only by the
affirmative vote of the Holders of at least 66-2/3% in principal amount of the
Outstanding Securities of that series; and provided, further, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other Act
which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of such series.




     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented
at the meeting.



     Section 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings.



     (1) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of such series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized
by Section 104 to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.



     (2) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(2), in which
case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.



     (3) At any meeting, each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. If
the Securities of such series are issuable in minimum denominations of less
than



78









 




$1,000, then a Holder of such a Security in a principal amount of less
than $1,000 shall be entitled to a fraction of one vote which is equal to the
fraction that the principal amount of such Security bears to $1,000. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.




     (4) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.



     Section 1506. Counting Votes and Recording Action of Meetings.



     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.



*    *    *    *    *




     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed, all
as of the day and year first above written.



	 	 	 	 	 
	 	 	WEBSTER FINANCIAL CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	[NAMES OF TRUSTEE],
	 
	 	 	 	 
	 	 	as Trustee
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 








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